Common use of Negative Pledge Clause in Contracts

Negative Pledge. 15.14.1. The Company and Gazit-Globe 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 EOI Pledged Shares (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Significant Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the EOI Pledged Shares (save for: existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt (other than Exempt Debt) or Derivatives Obligations and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not in favor the aggregate materially detract from the value or materially impair the use of the Collateral Agent for the benefit assets of the Bank Borrower and BLL under its Subsidiaries, taken as a whole; (h) Liens securing Derivatives Obligations, provided that the Security Documentsaggregate amount of assets subject to such Liens may at no time exceed $300,000,000; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: and (i) Encumbrances created in favor of Liens not otherwise permitted by the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal or face amount at any date not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any exceed 25% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Total Assets.

Negative Pledge. 15.14.1. The Company Neither Borrower and Gazit-Globe shall not (and shall procure that no Obligor shall) create Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (b) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided, without limitationthat such Lien attached to such asset concurrently with or within six months after the acquisition thereof; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (e) any Lien arising out of the refinancing, on extension, renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this subsection 6.1; provided, that the principal amount of such Debt is not increased and such Debt is not secured by any additional assets; (save for: f) Permitted Encumbrances; (ig) Encumbrances created Liens to secure indebtedness of the pollution control or industrial revenue bond type and Liens in favor of the Collateral Agent United States or any state thereof, or any department, agency, instrumentality or political subdivision of any such jurisdiction, to secure any Debt incurred for the benefit purpose of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present financing all or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon purchase price or cost of constructing or improving the realization of any of property subject thereto; and (h) Liens not otherwise permitted by the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreementsubsection 6.1, securing Debt in 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 aggregate principal amount at any time outstanding not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any exceed 10% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Assets.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither a Credit Party nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the Effective Date and listed on Schedule 5.9 hereto; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Credit Party or its Subsidiary and not created in contemplation of such event, without limitationso long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, on extension, renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that the amount of such Debt is not increased and is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding U.S. $5,000,000 and (iii) do not in respect the aggregate materially detract from the value of the Discount EOI Pledged Sharesassets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers’ compensation, until unemployment insurance and other types of social security, (ii) to secure the Discount Maturity Datepayment or performance of tenders, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control statutory or regulatory obligations, bids, leases, contracts (including any shares contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or other securities) of Silver Maple or Ficus and any other assets (including, but not limited torequested by the United States, any present State thereof or future propertiesany foreign government or any subdivision, revenuesdepartment, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall notagency, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, organization or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization instrumentality of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations foregoing in connection therewith which affects with any contract or statute (exclusive of obligations for the EOI Pledged Shares are as follows: payment of borrowed money), or (aiii) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting cover anticipated costs of future redemptions of awards under loyalty marketing programs; or (2) required or requested by any regulatory authority having jurisdiction over any Insured Subsidiary in favor of any such regulatory authority or its nominee or made to comply or maintain compliance with Section 5.16 or any similar provision or agreement; and (k) Liens not otherwise permitted by the election foregoing clauses of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 this Section 5.9 securing Debt in an aggregate principal or face amount at any date not to exceed $250,000,000. In each case set forth above, with respect to EOI Common Shares, tag-along or co-sale rights notwithstanding any stated limitation on the sale assets that may be subject to such Lien, a Lien on a specified asset or group or type of such sharesassets may include Liens on all improvements, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsadditions and accessions thereto and all products and proceeds thereof.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) Encumbrances created easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments which do not result in favor an Event of Default; (k) Liens, deposits or pledges to secure the Collateral Agent performance of bids, tenders, contracts (other than contracts for the benefit payment of the Bank and BLL money), leases (permitted under the Security Documents; and terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; Borrower and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, itsm) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank Liens required 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes terms of this Agreement and the Related Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing ; and (n) Liens not otherwise permitted 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 foregoing clauses of this Section securing obligations in connection therewith which affects an aggregate principal or face amount at any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking date not to vote at a shareholders’ meeting in favor 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsexceed $500,000,000.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Create, incur, assume or permit to subsist exist any Encumbrance: Lien on any property or assets (including stock or other securities of Subsidiaries) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except: (a) Liens imposed by law for taxes, assessments, governmental charges or levies that are not yet due or are being contested by proper action and for which adequate reserves in accordance with GAAP are established; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.03; (c) pledges and deposits and other Liens made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature, in each case in the ordinary course of business; (e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Company or any Subsidiary; (f) any Lien existing on any part of property or asset prior to the Collateral, including, without limitation, on acquisition thereof by the EOI Pledged Shares (save for: Company or any Subsidiary; provided that (i) Encumbrances such Lien is not created in favor contemplation of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; or in connection with such acquisition and (ii) Permitted Encumbrances); (b) over such Lien does not apply to any Subordinated Shareholder Loan, save for Encumbrances created in favor other property or assets of the Collateral Agent Company or any Subsidiary; (g) Liens (including deposits) in connection with self-insurance; (h) judgment or other similar Liens in connection with legal proceedings in an aggregate principal amount (net of amounts for which relevant insurance providers have delivered written acknowledgements of coverage) not to exceed $300,000,000; provided that the benefit execution or other enforcement of such Liens is effectively stayed and the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: claims secured thereby are being actively contested in good faith by appropriate proceedings; (i) Encumbrances created Liens arising in favor connection with advances or progress payments under government contracts; (j) Liens on assets of Subsidiaries securing Indebtedness payable to the Company or any Wholly-Owned Consolidated Subsidiary; (k) Liens on cash and cash equivalents deposited to discharge and/or defease Indebtedness in accordance with the terms thereof; (l) [Reserved] (m) Liens securing Indebtedness other than Indebtedness described in paragraphs (a) through (l) above, to the extent and only to the extent that the aggregate amount of Priority Indebtedness shall not exceed 12.5% of the Collateral Agent for the benefit Consolidated assets of the Bank Company and BLL under its Consolidated Subsidiaries as reflected in the Security Documents; annual or quarterly report then most recently filed by the Company with the Securities and Exchange Commission, determined at the time such Liens are granted and at the time of any subsequent incurrence of Indebtedness secured thereby; (iin) Permitted Encumbrances; and Liens arising from leases, subleases or licenses granted to others which do not interfere in any material respect with the business of the Company or any of the Subsidiaries; (iiio) Liens in respect of an agreement to dispose of any asset, to the Discount EOI Pledged Sharesextent such disposal is permitted by this Agreement; (p) Liens arising under any retention of title arrangements entered into in the ordinary course of business or over goods or documents of title to goods arising in the ordinary course of documentary credit transactions; (q) Liens arising due to any cash pooling, until netting or composite accounting arrangements between any one or more of the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over Company and any of the Means Subsidiaries or between any one or more of Control (including any shares such entities and one or more banks or other securitiesfinancial institutions where any such entity maintains deposits; (r) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and customary rights of every descriptionset off, revocation, refund or chargeback or similar rights under deposit disbursement, concentration account agreements or under the Uniform Commercial Code (or comparable foreign law) of Gazit America subject to statutory deemed trusts and liens created or arising by operation of law. 15.14.2. The law of banks or other financial institutions where the Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the Subsidiaries maintains deposit, disbursement or concentration accounts in the ordinary course of business; (s) the replacement, extension or renewal of any Lien permitted by clause (f) above upon or in the case same assets subject thereto or the replacement, extension or renewal (to the extent the amount thereof is not increased) of the Company, itsIndebtedness or other obligation secured thereby; and (t) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization Liens on proceeds of any of the Collateral nor will otherwise bind assets permitted to be the Collateral Agent, the Bank, BLL or any third party purchaser subject of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of Lien or assignment permitted by this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsSection 6.01.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $50,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within -------- 180 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that such Debt is not increased and is -------- not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding $25,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, (h) Liens on cash and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partycash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash -------- equivalents subject to such tag-along rights Liens may at no time exceed $25,000,000; (i) Liens on Margin Stock, if and voting agreements shall not apply in to the event extent that the value of any sale or realization of any such Margin Stock exceeds 25% of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part total assets of the Collateral upon Borrower and its Subsidiaries subject to this Section; and (j) Liens not otherwise permitted by the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal or face amount at any date not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any exceed 10% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Worth.

Negative Pledge. 15.14.1. The Company Parent Guarantor will not, and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any of its Subsidiaries to, create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by the Parent Guarantor or any such Subsidiary, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $10,000,000; (b) any Lien existing on any part asset prior to the acquisition thereof by the Parent Guarantor or such Subsidiary and not created in contemplation of such acquisition; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien arising out of the Collateralrefinancing, includingextension, without limitationrenewal or refunding of any Debt secured by any Lien permitted by any of the foregoing subsections of this Section 5.07, on provided that the EOI Pledged Shares outstanding principal amount of such Debt is not increased and is not secured by any additional assets; (save for: e) any Liens arising in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt or Derivatives Obligations and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not in favor the aggregate materially detract from the value of the Collateral Agent for the benefit assets of the Bank Parent Guarantor and BLL under its Consolidated Subsidiaries, considered as a whole, or impair the Security Documentsuse thereof in the operation of the business of the Parent Guarantor and its Consolidated Subsidiaries, considered as a whole; (c) over provided that any Lien on any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent Parent Guarantor or any of its Subsidiaries arising in connection with a judgment in excess of $25,000,000 (reduced, for purposes of this proviso, by any amount in respect thereof that is acknowledged by a reputable insurer as being payable under any valid and enforceable insurance policy issued by such insurer), whether or not such judgment is being contested or execution thereof has been stayed, shall be deemed not arising in the benefit ordinary course of business of the Bank Parent Guarantor or such Subsidiary; (f) Liens on cash and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partycash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such tag-along rights and voting agreements shall Liens may at no time exceed $25,000,000; (g) any Lien not apply otherwise permitted by the foregoing provisions of this Section 5.07 securing Debt (or Derivative Obligations, as measured by the amount of the pledged collateral in excess of that permitted under (f)) in an aggregate principal amount not to exceed an amount equal to 10% of Consolidated Tangible Assets (excluding any such Lien securing any individual obligation in an amount not in excess of $5,000,000); and (h) subject to Section 2.10(b), any Lien on any asset or assets of the event of any sale Parent Guarantor or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsits Subsidiaries securing Excess Secured Debt.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Significant Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the EOI Pledged Shares (save for: existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt (other than Exempt Debt) or Derivatives Obligations and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not in favor the aggregate materially detract from the value or materially impair the use of the Collateral Agent for the benefit assets of the Bank Borrower and BLL under its Subsidiaries, taken as a whole; (h) Liens securing Derivatives Obligations, provided that the Security Documentsaggregate amount of assets subject to such Liens may at no time exceed $300,000,000; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: and (i) Encumbrances created in favor Liens not otherwise permitted by the foregoing clauses of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; this Section securing obligations (ii) Permitted Encumbrances; and (iiiwhether or not constituting Debt) in respect an aggregate principal or face amount at any date not to exceed 25% of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of lawConsolidated Total Assets. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary of the Borrower will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens created under the Financing Documents; (b) Liens existing on the Effective Date securing Debt outstanding on the Effective Date; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; provided that such Lien shall not attach to any asset held by the Borrower or any Subsidiary of the Borrower immediately prior to such merger or consolidation; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, includingextension, without limitationrenewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses or clause (o) of this Section; provided that such Debt is not increased and is not secured by any additional assets (other than, in the case of Debt permitted under Section 5.07(b)(vii), Liens on assets of any Subsidiary permitted under such Section 5.07(b)(vii) and Section 5.16(b) to be obligated on such Debt); (h) Liens arising in the EOI Pledged Shares (save for: ordinary course of its business which do not secure obligations in an aggregate amount in excess of $25,000,000 and do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Encumbrances created Liens in favor connection with worker’s compensation, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a party or other deposits required to be made in the ordinary course of business and not in connection with borrowing money or obtaining advances or credit; provided in each case that the obligation or liability arises in the ordinary course of business and if overdue is being contested in good faith by appropriate proceedings; (j) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’, carriers’, warehousemen’s, or other like Liens arising in the ordinary course of business of the Collateral Agent Borrower or its Subsidiaries; (k) with respect to real property, easements, rights of way, reservations and other minor defects or irregularities in title which do not materially impair the use thereof for the benefit purposes for which it is held by the Borrower or its Subsidiaries; (l) Liens securing any future interest or dividends payable in respect of any Debt permitted to be issued under Section 5.07 for one six month period with respect to such Debt on cash or Temporary Cash Investments which constituted a portion of the Bank cash proceeds to the Borrower or a Subsidiary of the Borrower from the issuance of such Debt; (m) Liens on cash and BLL Temporary Cash Investments securing Derivatives Obligations of the Subsidiaries; (n) Liens on cash and Temporary Cash Investments that secure contingent obligations to reimburse any bank or other Person for amounts paid under Guarantees, surety or performance bond or similar instrument that supports obligations to make Investments in Subsidiaries permitted to be made under Section 5.16; (o) Liens constituting or securing Debt of Subsidiaries (other than Subsidiary Guarantors) permitted by Section 5.07(b)(ii), (vi), (vii) or (viii) or utility obligations or other customer, supplier or contractor obligations associated with AES Businesses that are limited to the Security assets and revenues of the related AES Businesses and the Capital Stock or other assets (including contract rights) of Subsidiaries of the Borrower having a direct or indirect interest in such AES Businesses and, in the case of any Cameroon Business, the assets and revenues of any other Cameroon Business and the Capital Stock (other than Capital Stock that has been pledged to the Secured Holders pursuant to the Collateral Documents) or other assets (including contract rights) of Subsidiaries of the Borrower (other than Subsidiary Guarantors) having a direct or indirect interest in any Cameroon Business; (p) Liens on the Creditor Group Collateral securing the Debt of the Borrower or obligations of the Borrower under Hedge Agreements; provided that Liens on the Creditor Group Collateral securing First Priority Secured Debt of the Borrower shall only secure First Priority Secured Debt up to an aggregate principal amount not to exceed $1,750,000,000 (less the aggregate amount of mandatory prepayments of Term Loans and mandatory reductions of Revolving Credit Loan Commitments resulting from the application of Net Cash Proceeds from IPALCO Asset Sales); (q) Liens securing Debt permitted by Section 5.07(a)(viii) or Section 5.07(b)(iv), provided that such Debt is secured solely by the asset that is the subject of the proposed sale, transfer or other disposition related to such Debt; (r) Liens on the assets of, or Investments in, any Excluded AES Entity securing Debt or other obligations of any Excluded AES Entity permitted to be incurred hereunder; (s) Liens on cash set aside at the time of the issuance of Debt permitted to be incurred pursuant to Section 5.07 or Temporary Cash Investments purchased with such cash, in either case to the extent that such cash or Temporary Cash Investments pre-fund the repayment or redemption of such Debt and are held in a third party escrow account with an escrow agent on terms and conditions reasonably satisfactory to the Agent to be applied for such purpose; (i) Liens on cash and Temporary Cash Investments that secure letters of credit up to an aggregate principal amount not to exceed $300,000,000 and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL Liens on rights under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject agreements relating to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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, Equity Interests of the Borrower (and any ancillary agreements) that secure letters of credit; provided that at the time such Lien is created, no Default or Event of Default has occurred or is continuing; and (u) Liens existing on any such rights terminate, with no liability on the part asset of any Subsidiary of the Collateral Agent, Borrower at the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported time such Subsidiary ceased to be created under any of the Security Documentsan “Excluded AES Entity” hereunder that were permitted pursuant to Section 5.10(r) when such Subsidiary was an “Excluded AES Entity”.

Negative Pledge. 15.14.1. (a) The Company and Gazit-Globe Borrower shall not (and shall procure ensure that no Obligor shallnone of its Principal Subsidiaries will) create or permit to subsist any Encumbrance: Security over any of its assets. (b) Paragraphs (a) on any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: above does not apply to: (i) Encumbrances created Any Security (as renewed or granted again in favor the context of a refinancing of the Collateral Agent for relevant Financial Indebtedness) existing on 31st December 2003 as disclosed in the benefit Original Financial Statements together with any Security created by the Borrower or any of its Principal Subsidiaries in the period between the date of the Bank Original Financial Statements and BLL under the Security Documents; and date of this Agreement to the extent that the aggregate amount secured during that period does not exceed 10 per cent. of the amount disclosed on 31st December 2003; (ii) Permitted Encumbrances); any lien arising by operation of law and in the ordinary course of business; (biii) over any Subordinated Shareholder Loan, save for Encumbrances created Security existing (as renewed or granted again in favor the context of a refinancing of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (crelevant Financial Indebtedness) over any asset acquired by a member of the Group after the date of this Agreement if: (including, but A) the Security was not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor contemplation of the Collateral Agent for the benefit acquisition of that asset by a member of the Bank and BLL under Group; and (B) the Security Documents; (ii) Permitted Encumbrances; and (iii) principal amount secured has not been increased in respect contemplation of or since the acquisition of that asset by a member of the Discount EOI Pledged Shares, until Group; (iv) any Security existing (as renewed or granted again in the Discount Maturity Date, context of a refinancing of the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (drelevant Financial Indebtedness) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event asset of any sale or realization of any of company which becomes a Principal Subsidiary after the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes date of this Agreement, an “Approved Voting Agreement” where the Security is created prior to the date on which that company becomes a voting agreement member of the Group, if: (A) the Security was not created in contemplation of the acquisition of that company; and (B) the principal amount secured has been approved not increased in writing contemplation of or since the acquisition of that company; (v) any Security created pursuant to any Finance Document; (vi) any Security which secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such Security; (vii) any Security over assets to be built, developed or acquired and securing Financial Indebtedness or any guarantee of Financial Indebtedness incurred or granted for the Bank purpose of financing the cost of the building, developing or acquiring such assets (including Security with respect to Project Financings). (viii) any tax related or other Security arising by operation of law if such Security is removed or discharged within 45 days after the date it is created or the validity of the amount of such security or the sum secured by such Security is being contested in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given good faith and by appropriate proceedings. (ix) any Security required by any tax or customs administration in the event the only obligations in connection therewith which affects any ordinary course of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director business 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 members of the Collateral AgentGroup. (x) Any Security over cash or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the BankGroup enters into a back to back, BLLforeign exchange, swap or derivative transaction in each case which is in the ordinary course of business and in relation to which the relevant bank, financial institution, stock exchange or clearing house requires such cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (xi) any Obligor Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the Borrower or any Principal Subsidiary other Person than any permitted under paragraphs (i) to (ix) above) does not exceed €300,000,000 (or its equivalent in connection therewithanother currency or currencies). (xii) any Security to which the Majority Lenders have given their prior, upon the realization of any Encumbrances purported to be created under any of the Security Documentswritten consent.

Negative Pledge. 15.14.1. The Company Borrower will not, and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any of its Subsidiaries to, create, incur, assume or permit suffer to subsist exist any Encumbrance: Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of payments set forth in Section 2.22 of this Agreement; (b) Permitted Encumbrances; (c) any Liens on any part property or asset of the Collateral, including, without limitation, Borrower or any Subsidiary existing on the EOI Pledged Shares Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (save for: d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) Encumbrances created in favor such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 180 days after the acquisition, improvement or completion of the Collateral Agent for the benefit construction thereof; (iii) such Lien does not extend to any other asset of the Bank and BLL under the Security DocumentsBorrower or any Subsidiary; and (iiiv) Permitted Encumbrances); the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (be) over any Subordinated Shareholder Loanextensions, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (includingrenewals, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) replacements of any LTV Guarantor Lien referred to in paragraphs (save for: (ia) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); through (d) over any of this Section 7.2; provided, that the principal amount of the Means Indebtedness secured thereby plus any applicable premium or penalty, accrued interest and related fees and expenses is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (f) Liens arising out of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (includinga conditional sale, but not limited totitle retention, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights consignment 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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 arrangement for the sale of such sharesgoods or operating leases; (g) Bankers liens, provided that rights of set-off and similar rights of any such rights terminate, with no liability on the part depository institution or escrow agent in possession of funds of the Collateral AgentBorrower or the Subsidiaries; and (h) Operating leases and licenses, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported including those related to be created under any of the Security Documentsintellectual property.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither a Credit Party nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the Effective Date and listed on Schedule 5.9 hereto; (b) any Lien existing on any asset of any Person at the time such Person merges with or becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Credit Party or its Subsidiary and not created in contemplation of such event, without limitationso long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, on extension, renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that the amount of such Debt is not increased and is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding U.S. $5,000,000 and (iii) do not in respect the aggregate materially detract from the value of the Discount EOI Pledged Sharesassets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges made in the ordinary course of business (i) in connection with workers’ compensation, until unemployment insurance and other types of social security, (ii) to secure the Discount Maturity Datepayment or performance of tenders, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control statutory or regulatory obligations, bids, leases, contracts (including any shares contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or other securities) of Silver Maple or Ficus and any other assets (including, but not limited torequested by the United States, any present State thereof or future propertiesany foreign government or any subdivision, revenuesdepartment, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall notagency, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, organization or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization instrumentality of any of the Collateral nor will foregoing in connection with any contract or statute (exclusive of obligations for the payment of borrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; and (k) Liens not otherwise bind permitted by the Collateral Agent, the Bank, BLL foregoing clauses of this Section 5.9 securing Debt in an aggregate principal or face amount at any third party purchaser date not to exceed 20% of any part Consolidated Net Worth of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security DocumentsBorrower. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 In each case set forth above, an undertaking to vote at a shareholders’ meeting in favor 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 notwithstanding any stated limitation on the sale assets that may be subject to such Lien, a Lien on a specified asset or group or type of such sharesassets may include Liens on all improvements, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsadditions and accessions thereto and all products and proceeds thereof.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Such Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing as of the Effective Date securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Effective Date or issued hereafter; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) Encumbrances created do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Bank hereunder or a Person who was, at the Collateral Agent for time of issuance, a Bank; and (o) Liens not otherwise permitted by the benefit foregoing clauses of this Section on assets of such Borrower securing obligations in an aggregate principal or face amount at any date not to exceed (i) in the Bank case of each of Cinergy, CG&E and BLL under the Security Documents; PSI Energy, $150,000,000 and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the CompanyULH&P, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents$50,000,000.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: (a) Lien on any part of the Collateralasset now owned or hereafter acquired by it, including, without limitation, except: (1) Liens existing on the EOI Pledged Shares date of this Agreement securing Debt outstanding on the Effective Date in an aggregate principal amount not exceeding $43,000,000; (save for: (i2) Encumbrances created any Lien in favor of the Collateral Agent pursuant to the Collateral Documents; (3) any Lien on any asset securing Debt incurred or assumed for the benefit purpose of financing all or any part of the Bank and BLL under cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the Security Documents; acquisition or completion of construction thereof; (4) Liens securing Debt owing by any Guarantor to the Borrower; (5) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (a) or (c) of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) Permitted Encumbrancesthe amount of such Debt secured by any such Lien is not increased; (6) any Lien on Margin Stock; (7) Liens for taxes, assessments or governmental charges or levies either not yet due or the payment of which is not at the time required by Section 5.13; (8) Liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar Persons incurred in the ordinary course of business for sums either not yet due or the payment of which is not at the time required by Section 5.13; (9) Liens (other than any Lien created or imposed under ERISA and Liens on the Collateral) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any case of obligations incurred in connection with the borrowing of money or the obtaining of advances of credit); ; (b10) over any Subordinated Shareholder Loanattachment or judgment Lien arising in connection with court proceedings, save for Encumbrances created provided that (i) the execution or other enforcement of such Lien is effectively stayed and the claims secured thereby are being actively contested in favor good faith and by appropriate proceedings diligently conducted, and (ii) such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and neither the Borrower's nor any such Subsidiary's title to or right to use any of its property is impaired in any material respect by reason of such contest; (11) easements, licenses, rights-of-way and other rights and privileges in the nature of easements and similar Liens incidental to the ownership of property and not incurred in connection with the borrowing of money or the obtaining of advances of credit, and which do not, individually or in the aggregate, interfere with the ordinary conduct of the Collateral Agent for the benefit business of the Bank and BLL under Borrower or any Subsidiary or materially detract from the Security Documents; value of the properties subject to any such Liens; (c12) over any asset Liens on fixed assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description1) of any LTV Guarantor (save for: (i) Encumbrances Person at the time such Person becomes a Subsidiary and not created in favor contemplation of such event, (2) of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event and (3) existing prior to the acquisition of such fixed assets by the Borrower or a Subsidiary and not created in contemplation of such acquisition, provided that the aggregate principal amount outstanding of Debt secured by Liens permitted under this paragraph (l) may not exceed at any time 5% of Consolidated Total Capitalization; and (13) Liens on assets other than the Collateral Agent for not otherwise permitted by the benefit foregoing clauses of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (other than indebtedness represented by 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 belowNotes) in respect an aggregate principal amount at any time outstanding not to exceed 5% of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Total Capitalization.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall So long as any of the Notes remain outstanding the Issuer will not (and shall procure that no Obligor shall) create or permit have outstanding any mortgage, charge, lien, pledge or other security interest (each a Security Interest) upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: (a) all amounts payable by it under the Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness; (b) such Security Interest is terminated; or (c) such other Security Interest or arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution of the Noteholders. Nothing in this Condition 4 shall prevent the Issuer from creating or permitting to subsist any Encumbrance: (a) on any part of the CollateralSecurity Interest upon, including, without limitation, on the EOI Pledged Shares (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited or with respect to, any present or future properties, revenues, bank accounts and rights of every description) of assets or revenues or any LTV Guarantor (save forpart thereof which is created pursuant to: (i) Encumbrances a bond, note or similar instrument whereby the payment obligations are secured by a segregated pool of assets (whether held by the Issuer or any third party guarantor) (any such instrument, a Covered Bond); or (ii) any securitisation of receivables, asset-backed financing or similar financing structure (created in favor of the Collateral Agent for accordance with normal market practice) and whereby all payment obligations secured by such Security Interest or having the benefit of the Bank and BLL under the such Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over Interest are to be discharged principally from such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares assets or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the revenues (or in the case of Direct Recourse Securities, by direct unsecured recourse to the CompanyIssuer), itsprovided that the aggregate balance sheet value of assets or revenues subject to any Security Interest created in respect of (A) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, Covered Bonds; and (B) any options, proxies other secured Relevant Indebtedness (other than Direct Recourse Securities) of the Irrevocable Proxies)Issuer, voting agreementswhen added to the nominal amount of any outstanding Direct Recourse Securities, voting trustsdoes not, tag-along rightsat the time of the incurrence thereof, co-sale rights, drag-along rights or similar such rights other than exceed 15 per cent. of the tag-along rights and voting agreements consolidated total assets of the Issuer (as set forth shown in the Voting Agreements in their form as delivered to most recent audited consolidated financial statements of 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 Issuer prepared in accordance with their respective terms) and in any other Approved Voting Agreement BRSA AFRS (as defined below) in respect of which any LTV Guarantor is a partyor, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agentif prepared, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsIFRS).

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $60,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingPROVIDED that such Lien attaches to such asset concurrently with or within 180 days after the acquisition or construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, PROVIDED that such Debt is not increased and is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt and (ii) Permitted Encumbrances); do not secure any single obligation (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor or class of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iiiobligations having a common cause) in respect of an amount exceeding $50,000,000; and (h) Liens not otherwise permitted by the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal amount at any time outstanding not exceeding 10% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Worth.

Negative Pledge. 15.14.1. The Company For so long as any of the Notes remain outstanding, neither the Issuer nor the Guarantor shall create any mortgage, charge, hypothec, pledge, lien or other security on any of their respective assets to secure any indebtedness for borrowed money, without also at the same time or prior thereto securing equally and Gazit-Globe ratably with that other indebtedness for borrowed money all of the Notes then outstanding or the Guarantee, as the case may be, provided that this covenant shall not (and shall procure that no Obligor shall) create apply or permit operate to subsist any Encumbrance: prevent: (a) any security given in the ordinary course of business to secure any indebtedness payable on any part demand or maturing within 12 months of the Collateraldate that such indebtedness is originally incurred, including, without limitation, on the EOI Pledged Shares (save for: provided: (i) Encumbrances created such security is given at the time such indebtedness is incurred; (ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding unsecured indebtedness of the Issuer or the Guarantor; and (iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary or Associate of the Guarantor; (b) any Purchase Money Mortgage; (c) any security given to secure indebtedness incurred for the construction of townsites, employees' housing, warehouses or office premises; (d) any security on any asset of the Issuer or the Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, or has not been in commercial production during the 12-month period ending at the time of the imposition of such security, to secure any indebtedness incurred for the development or improvement thereof or the development or improvement of any other assets of the Issuer or the Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of the imposition of such security; (e) any security in favor of the Collateral Agent for the benefit Government of Canada or of the Bank and BLL under United States of America or the Security Documents; and (ii) Permitted Encumbrances); (b) over government of any Subordinated Shareholder Loan, save for Encumbrances created in favor province of Canada or state of the Collateral Agent for United States of America or any municipality in Canada or the benefit United States of the Bank and BLL under the Security Documents; (c) over America or any asset (includingpolitical subdivision, but not limited to, any present department or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization agency of any of the Collateral nor will otherwise bind the Collateral Agentthem; (f) any renewal, the Bank, BLL refunding or any third party purchaser extension of any part of the Collateral upon the realization of any of the Encumbrances purported security referred to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: foregoing clauses (a) without derogating from clause 9.8 aboveto (e) in which the principal outstanding after such renewal, an undertaking refunding or extension is not increased and the security is limited to vote at a shareholders’ meeting in favor of the election of a Person as a director of assets originally subject thereto and any improvements thereon; or (g) any other security created by the relevant company; and (b) without derogating from clauses 7.5 and 7.6 aboveIssuer or the Guarantor if, with respect after giving effect to EOI Common Shares, tag-along or co-sale rights on the sale creation of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agentsecurity, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization aggregate principal amount of any Encumbrances purported to indebtedness secured by such security would not be created under any greater than 5% of the Security DocumentsShareholders' Equity.

Negative Pledge. 15.14.1. The Company and Gazit-Globe (a) No Obligor shall not (and the Borrower shall procure ensure that no Obligor shallother member of the Borrower Group will) create or permit to subsist any Encumbrance: Security over any of its assets. (b) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any Affiliate of an Obligor; (ii) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will) sell, transfer or otherwise dispose of any of its receivables, except as permitted by the Finance Documents. (d) Paragraphs (a) on any part of the Collateral, including, without limitation, on the EOI Pledged Shares and (save for: b) above do not apply to: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and any Permitted Security; (ii) up to first Utilisation Date, the Existing Facilities Security; (iii) any Permitted Encumbrances)FF&E Security; (iv) any Permitted Aircraft/Watercraft Security; (v) any Purchase Money Security; or (vi) any RP/CP Hivedown Security. (e) Paragraphs (a) and (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but above do not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: apply to sale-lease back transactions: (i) Encumbrances created in favor entered into by any member of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; Borrower Group; (ii) Permitted Encumbranceswith respect to FF&E; and and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, aggregate principal amount with respect to EOI Common Sharesany such lease at any one time outstanding, tag-along or co-sale rights on the taken together with all Permitted FF&E Indebtedness (without duplication), does not exceed S$600,000,000. (f) Paragraph (c) above does not apply to: (i) any sale of such shares, provided that any such rights terminate, with no liability on the part receivables by a member of the Collateral AgentBorrower Group for cash for fair market value; or (ii) any cash monetization of rental payments by a member of the Borrower Group, in each case, where the Bankcash proceeds are treated as Integrated Resort Revenues. (g) The Security Trustee shall (and is hereby instructed by the Lenders to) release any Security created by the Security Documents over the separate strata title issued for the Retail Properties and/or Car Park (or relevant parts thereof), BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported which is to be created under made subject to any RP/CP Hivedown Security, at the cost and expense of the Security DocumentsBorrower.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or improving such asset, including, without limitation, provided that such Lien attaches to such asset concurrently with or within 180 days after the later of the acquisition or completion of improvement thereof; (d) any Lien on any asset of any Person existing at the EOI Pledged Shares time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (save for: e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien securing (i) Encumbrances created in favor Debt of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and Borrower to a Subsidiary or (ii) Permitted Encumbrances); Debt of a Subsidiary to the Borrower or another Subsidiary; (bg) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Lien arising out of the Collateral Agent for the benefit refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Bank foregoing clauses of this Section, provided that such Debt is not increased and BLL under is not secured by any additional assets; (h) Liens arising in the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights ordinary course of every description) of any LTV Guarantor (save for: its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances; do not secure any obligation in an amount exceeding $100,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, (i) Liens on cash and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partycash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such tag-along rights and voting agreements shall Liens may at no time exceed $50,000,000; and (j) Liens not apply otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any time outstanding not to exceed the event greater of any sale (i) $250,000,000 or realization of any (ii) 10% of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsBorrower's Consolidated Net Tangible Assets.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create No Loan Party nor any Subsidiary of a Loan Party will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on any part the date of this Agreement and set forth on Schedule 6.08; (b) Liens for taxes, assessments or similar charges, incurred in the ordinary course of business that are not yet due and payable or that are being contested in good faith and with due diligence by appropriate proceedings and with respect to which adequate reserves with respect thereto are maintained on the books of the Collateralapplicable Person in accordance with GAAP; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, includingto participate in any fund in connection with workers’ compensation, without limitationunemployment insurance, old-age pensions or other social security programs, or for other similar purposes, other than any Lien imposed by ERISA; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not overdue for a period of more than thirty (30) days; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which adequate reserves with respect thereto are maintained on the EOI Pledged Shares books of the applicable Person; (save for: e) good faith pledges or deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (other than Debt) incurred in the ordinary course of business; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of clauses (a) through (e) of this Section; provided that (i) Encumbrances created in favor such Debt is not secured by any additional assets, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.22(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the Collateral Agent obligations secured or benefited thereby is permitted by Section 6.22(b); (g) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (h) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are necessary for the benefit conduct of the Bank activities of the Borrower and BLL its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Borrower and its Subsidiaries and other easements, covenants, restrictions, reservations, exceptions and other matters shown on any title insurance commitment or survey provided to the Administrative Agent prior to the date hereof and not objected to by the Administrative Agent prior to the date hereof; (i) Liens securing the Obligations created or arising under the Security Loan Documents; ; (j) Liens securing Debt incurred by the Borrower or any Subsidiary in connection with any NMTC Transaction, provided that (i) such Liens encumber only the assets acquired with the proceeds of such Debt, and (ii) Permitted Encumbrancessuch Liens are subordinated to Liens securing the Obligations in a manner satisfactory to the Administrative Agent; (k) Liens securing Debt permitted under Section 6.22(e); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: provided that (i) Encumbrances created in favor of such Liens do not at any time encumber any property other than the Collateral Agent for the benefit of the Bank property financed by such Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the Discount EOI Pledged Shares, until property being acquired on the Discount Maturity Date, date of acquisition; (l) Liens securing judgments for the Encumbrances created over payment of money (or appeal or other surety bonds relating to such Discount EOI Pledged Shares judgments) not constituting an Event of Default under the Discount PledgeSection 8.01(j); and (dm) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but Liens affecting property with an aggregate fair value not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of lawexceed $5,000,000. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $2,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt or Derivatives Obligations and (ii) Permitted Encumbrances)do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $10,000,000; (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $75,000,000; (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: and (i) Encumbrances created in favor of Liens not otherwise permitted by the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal or face amount not at any time exceeding 5% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Tangible Net Worth.

Negative Pledge. 15.14.1. The Company Borrower will not pledge or otherwise subject to any Lien any of its property or assets to secure any Indebtedness unless the Loan and Gazit-Globe the Obligations of Borrower under this Agreement are secured by such Lien equally and ratably with all other obligations secured thereby so long as such other obligations shall be so secured; provided, however, that such covenant will not (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: apply to: (a) the pledge of any assets of Borrower to secure any financing by Borrower of the exporting of goods to or between, or the marketing thereof in, jurisdictions other than the United States in connection with which Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a Lien, cash, securities or receivables, for the purpose of securing banking accommodations or as the basis for the issuance of bankers’ acceptances or in aid of other similar borrowing arrangements; (b) any deposit of assets of Borrower in favor of any governmental bodies to secure progress, advance or other payments under a contract or statute; (c) any Lien or charge on any property of Borrower, tangible or intangible, real or personal, existing at the time of acquisition or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the Collateralpurchase or construction price thereof or to secure any indebtedness incurred prior to, includingat the time of, without limitationor within one year after, on the EOI Pledged Shares (save for: (i) Encumbrances created in favor acquisition or completion of the Collateral Agent construction thereof for the benefit purpose of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present financing all or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon purchase or construction price thereof; (d) bankers’ liens or rights of offset; (e) any Lien securing the realization performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business; (f) any Lien existing as of the Encumbrances purported to be created under the Security Documents. For the purposes date of this Agreement; (g) any Lien comprising a netting, set-off or cash-pooling arrangement entered into by Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (h) any Lien arising by virtue of any payment or close out netting or set-off arrangement pursuant to any Swap Contract entered into by Borrower but excluding any Lien under a credit support arrangement; (i) any Lien arising by operation of law and in the ordinary course of business; (j) any Lien on an “Approved Voting Agreement” is asset, or an asset of any person, acquired by Borrower after the date of this Agreement but only for a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating period of six (6) months from the requirement date of acquisition and to receive such approval the extent that the principal amount secured by that Lien has not been incurred or increased in advancecontemplation of, shall be given or since, the acquisition; (k) any Lien arising under any retention of title, hire purchase or conditional sale arrangement or arrangement having similar effect in respect of goods supplied to Borrower in the event ordinary course of trading and on the only obligations supplier’s standard or usual terms and not arising as a result of any default or omission by Borrower; (l) any Lien over goods or documents of title arising in connection therewith the ordinary course of letter of credit transactions entered into in the ordinary course of trade; (m) any Lien provided with the prior consent of Lender; (n) any Lien securing indebtedness the principal amount of which affects (when aggregated with the principal amount of any other indebtedness which has the benefit of any Lien given by Borrower other than any Lien permitted under the EOI Pledged Shares are as follows: preceding sub-paragraphs) does not exceed RMB 700,000,000 (or its equivalent in another currency or currencies); or (o) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien, charge or pledge referred to in the foregoing clauses (a) without derogating from clause 9.8 aboveto (n), an undertaking inclusive, of this Section 6.4; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to vote at a shareholders’ meeting in favor 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 time of such sharesextension, provided renewal or replacement and that any such rights terminateextension, with no liability on the renewal or replacement shall be limited to all or a part of the Collateral Agentproperty which secured the charge or lien so extended, the Bank, BLL, any Obligor renewed or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsreplaced (plus improvements on such property).

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) the Lien of the Umbrella Mortgage; (b) any Lien that qualifies as an “Excepted Encumbrance” under Section 1.06 of the Umbrella Mortgage, provided that foreclosure of any Liens for taxes, assessments or other governmental charges so qualifying shall have been effectively stayed; (c) any Lien on the Borrower’s interest in facilities securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such facilities, including, without limitation, provided that the interest on such Debt is exempt from tax under the Internal Revenue Code as in effect when such Debt is incurred or assumed; (d) any Lien on the EOI Pledged Shares (save for: Borrower’s interest in Pollution Bonds or cash or cash equivalents securing (i) Encumbrances the obligation of the Borrower to reimburse the issuer of a Pollution LC for a drawing on such Pollution LC for the purpose of purchasing Pollution Bonds or (ii) the obligation of the Borrower to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Pollution Bonds; (e) any Lien on any asset securing Debt of the Borrower incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (f) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower and not created in favor contemplation of such event; (g) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (h) any Lien arising out of the Collateral Agent for the benefit refinancing, extension, renewal or refunding of any Debt of the Bank Borrower secured by any Lien permitted by any of the foregoing clauses (b) through (g), inclusive, of this Section, provided that such Debt is not increased and BLL is not secured by any additional assets; (i) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt or obligations under Hedging Agreements, (ii) do not secure any single obligation (or series of related obligations) in an amount exceeding $100,000,000 and (iii) do not in the Security Documentsaggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (j) Liens on cash and cash equivalents securing obligations under Hedging Agreements; provided that the aggregate amount of cash and cash equivalents subject to Liens permitted by this clause (j) shall at no time exceed $75,000,000; (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and Liens not permitted by clause (j) above on cash and cash equivalents securing obligations under Hedging Agreements; provided that the sum of (i) the aggregate principal amount of Debt secured by such Liens and (ii) Permitted Encumbrances); the aggregate amount of cash and cash equivalents subject to Liens not permitted by clause (bj) over above securing obligations under Hedging Agreements shall not at any Subordinated Shareholder Loan, save for Encumbrances created in favor time exceed 7.5% of Tangible Net Worth; (l) the right of the Collateral Agent for counterparty to two or more Hedging Agreements with the benefit Borrower to close out such Hedging Agreements if applicable margin or other requirements are not met and apply any proceeds thereof to any resulting balance due; (m) Liens on cash and letters of credit securing obligations under Commodity Forward Contracts; and (n) the right of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present counterparty to two or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over more Commodity Forward Contracts to close out such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares Commodity Forward Contracts if applicable margin or other securities) of Silver Maple or Ficus requirements are not met and apply any other assets (including, but not limited to, proceeds thereof to any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of lawresulting balance due. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Wholly Owned Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement and identified on Schedule 5.7; (b) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset (so long as the asset so acquired or constructed constitutes a capital expenditure permitted hereunder); (c) Liens securing Indebtedness owing by any Subsidiary to the Borrower; (d) any Lien arising out of the refinancing, includingextension, without limitationrenewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing paragraphs of this Section, on the EOI Pledged Shares (save for: provided that (i) Encumbrances created such Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased or, if increased, the excess of the amount of the Indebtedness secured by any such lien over the amount of the Indebtedness so refinanced extended, renewed, or refunded shall be tendered to the Lender as a prepayment of the Loan; (e) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (f) Liens in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be Lenders created under the Security Loan Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.and

Negative Pledge. 15.14.1. (a) The Company and Gazit-Globe shall not (not, and shall procure that no Obligor shall) none of its Material Subsidiaries will, create or permit to subsist any Encumbrance: Security Interest on any of its assets unless at the same time the Company or, as the case may be, that Material Subsidiary creates a Security Interest in favour of the Banks securing all the obligations of the Borrowers under this Agreement upon the same assets, ranking at least pari passu with the other obligations secured on those assets. (b) Paragraph (a) on any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: does not apply to: (i) Encumbrances created any lien arising by operation of law (or by an agreement evidencing the same) in favor the ordinary course of the Collateral Agent for the benefit of the Bank business and BLL under the Security Documents; securing amounts not more than 30 days overdue or which is being contested in good faith and by appropriate means; (ii) Permitted Encumbrances); Security Interests created by Sieb▇ ▇▇▇. and/or any of its Subsidiaries (b) over any Subordinated Shareholder Loanwhether on, save for Encumbrances created before or (but only if in favor accordance with the existing terms of the Collateral Agent U.S. Facility) after the date of this Agreement) to secure: (A) the U.S. Facility; or (B) the secured facility dated 27th July, 1990 for Sieb▇ Inc. arranged by Bankers Trust Company, until the date on which that facility is to be repaid or prepaid in accordance with Clause 4.2 (Condition precedent to the first Loan), provided that the principal amount of Financial Indebtedness secured thereby is not increased except, for the benefit of the Bank and BLL under the Security Documents; facility referred to in sub-paragraph (cB) over any asset (includingabove only, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) by reason of any LTV Guarantor (save for: (i) Encumbrances created fluctuation in favor the amount outstanding under that facility and within the limits and in accordance with the terms of the Collateral Agent for the benefit of the Bank and BLL under the Security Documentsthat facility; (ii) Permitted Encumbrances; and and (iii) any Security Interests existing at the date of this Agreement (which Security Interests secure a principal amount of indebtedness incurred or committed to be lent not exceeding in aggregate US$35.000,000 or its equivalent in other currencies); (iv) any Security Interest in respect of the Discount EOI Pledged Sharesrefinancing, until renewal or extension of any indebtedness incurred or committed to be lent and secured by any Security Interest referred to in sub-paragraph (iii) above, provided that the Discount Maturity Dateprincipal amount of any such secured indebtedness is not increased except to the extent permitted by paragraph (xi) below: (v) any Security Interest arising out of any rights of consolidation, combination or set-off over any clearing or current or deposit account in connection with a cash management scheme operated by a member of the Group at its clearing bank; (vi) any Security Interest created by the Company or a Material Subsidiary in respect of goods, the Encumbrances related documents of title and/or other related documents arising or created in the ordinary course of its business as security only for indebtedness to a bank or financial institution relating to the goods or documents on or over such Discount EOI Pledged Shares under which that Security Interest exists; (vii) any Security Interest arising out of title retention provisions in a supplier's standard conditions of supply of goods acquired by the Discount Pledge); relevant person in the ordinary course of business, (dviii) any Security Interest existing at the time of acquisition on or over any asset acquired by the Company or a Material Subsidiary after the date of this Agreement and not created in contemplation of or in connection with that acquisition and any Security Interest created in respect of the Means of Control (including any shares refinancing or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none renewal of the LTV Guarantors shallindebtedness to which that Security Interest relates, be a party to, or permit any provided that the principal amount of that indebtedness is not increased after the date of the acquisition; (or ix) in the case of any company which becomes a Subsidiary after the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is any Security Interest existing on or over its assets when it becomes a voting agreement that has been approved Subsidiary and not created 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 contemplation of or in connection therewith which affects with it becoming a Subsidiary and any Security Interest created in respect of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor refinancing or renewal 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 indebtedness to EOI Common Shares, tag-along or co-sale rights on the sale of such shareswhich that Security Interest relates, provided that the principal amount of that indebtedness is not increased after the date of that company becoming a Subsidiary; (x) any such rights terminate, Security Interest on credit balances with no liability on the part a bank or similar financial institution as security for back-to-back or similar finance to be provided to a member of the Collateral Agent, Group; (xi) any Security Interest created or outstanding on or over assets of the Bank, BLL, any Obligor Company or any other Person Material Subsidiary, provided that the aggregate outstanding principal, capital or nominal amount secured by all Security Interests created or outstanding under this exception (including any indebtedness which exceeds the limit referred to in connection therewith, upon the realization of any Encumbrances purported to be created under any paragraph (id) above) on or over assets of the Company or any Material Subsidiary must not at any time exceed 10 per cent. of the Tangible Consolidated Net Worth (as defined in Clause 17.12 (Financial covenants)) in aggregate or its equivalent (as reasonably determined by the Agent); and (xii) any Security DocumentsInterest not otherwise permitted by the above provisions which is created or subsists with the prior written consent of the Majority Banks.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Such Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing as of the Initial Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Initial Effective Date or issued thereafter; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) Encumbrances created do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or a Person who was, at the Collateral Agent for time of issuance, a Lender; (o) Liens not otherwise permitted by the benefit foregoing clauses of this Section on assets of such Borrower securing obligations in an aggregate principal or face amount at any date not to exceed (i) in the case of each of the Bank Company and BLL under the Security Documents; Duke Energy Carolinas, $750,000,000 and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of each other Borrower, $150,000,000; and (p) Liens on the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than fuel used by 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 Progress Borrowers 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentspower generating businesses.

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding US$10,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Equity Interests or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Company or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Subsidiary Guarantor; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing clauses of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens incidental to the conduct of its business or the Collateral Agent for the benefit ownership of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank do not secure Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, and Gazit-Globe shall procure that none (i) any Lien on Excess Margin Stock; (j) any Lien incurred with respect to Securitization Debt permitted under Section 5.21; and (k) Liens not otherwise permitted by the foregoing clauses of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (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 belowRevolving Loans) in respect an aggregate principal amount at any time outstanding which, together with the amount of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Debt secured by Liens permitted 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 EOI Pledged Shares are as follows: foregoing paragraphs (a) without derogating from clause 9.8 abovethrough (i), an undertaking to vote at a shareholders’ meeting in favor does not exceed 10% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Total Assets.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Such Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing as of the Initial Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Initial Effective Date or issued thereafter; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Indebtedness, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over an amount exceeding $100,000,000 at any asset (including, but time at which Investment Grade Status does not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; exist as to such Borrower and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partynot for speculative purposes, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting Liens run in favor of the election of a Lender hereunder or a Person as who was, at the time of issuance, a director Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of such Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the relevant company; and Consolidated Net Assets of such Borrower; (bp) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights Liens on the sale of such shares, provided that any such rights terminate, with no liability fuel used by the Progress Borrowers in their power generating businesses; and (q) Liens on regulatory assets up to the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsamount approved by state legislatures and/or regulatory orders.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $30,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing paragraphs of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens incidental to the conduct of its business or the Collateral Agent for the benefit ownership of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank do not secure Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, and Gazit-Globe shall procure that none (i) any Lien on Margin Stock; and (j) Liens not otherwise permitted by the foregoing paragraphs of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (other than indebtedness represented by 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 belowNotes) in respect an aggregate principal amount at any time outstanding not to exceed 10% of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security DocumentsConsolidated Tangible Net Worth. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Provided Liens permitted 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 EOI Pledged Shares are as follows: foregoing paragraphs (a) without derogating from clause 9.8 above, through (j) shall at no time secure Debt in an undertaking to vote at a shareholders’ meeting in favor aggregate amount greater than 15% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Tangible Net Worth.

Negative Pledge. 15.14.1. The Company Borrower will not, and Gazit-Globe shall the Borrower will not (and shall procure that no Obligor shall) create permit any Restricted Subsidiary to, create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement granted by the Borrower or any Restricted Subsidiary and securing Indebtedness or other obligations outstanding on the date of this Agreement; (b) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or any Restricted Subsidiary and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary and not created in contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 365 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing clauses of this Section 5.07; provided that the principal amount of such Indebtedness or the amount of such other obligation, as applicable, is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) Encumbrances created easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments that do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business of the Borrower or such Restricted Subsidiary that (i) do not secure Indebtedness, (ii) do not secure obligations in an aggregate amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of the assets of the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (m) Liens required pursuant to the terms of this Agreement; (n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (o) Liens on and pledges of the Equity Securities of any joint venture owned by the Borrower or any Restricted Subsidiary (other than any such joint venture that is a Consolidated Subsidiary) to the extent securing Indebtedness of such joint venture that is non-recourse to the Borrower or any Restricted Subsidiary; (p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the Collateral Agent bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (q) Liens incurred in the ordinary course of business to secure liability for the benefit of the Bank and BLL under the Security Documents; and premiums to insurance carriers or to maintain self-insurance; (iir) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created Liens in favor of the Collateral Agent Borrower or any of its wholly-owned Restricted Subsidiaries; (s) rights of first refusal entered into in the ordinary course of business; (t) any letter of credit issued for the benefit account of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present Borrower or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of its Affiliates to secure Indebtedness under tax free financings; and (u) Liens not otherwise permitted by the Means foregoing clauses of Control (including this Section 5.07 securing obligations in an aggregate principal or face amount at any shares or other securities) date not to exceed 15% of Silver Maple or Ficus and any other assets (includingConsolidated Net Tangible Assets; provided, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For for the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 aboveSection 5.07(u), with respect to EOI Common Sharesany such secured Indebtedness of a non-wholly owned Subsidiary of the Borrower with no recourse to the Borrower or any wholly-owned Subsidiary thereof, tag-along or co-sale rights on the sale only that portion of such shares, provided that any such rights terminate, with no liability on Indebtedness reflecting the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person Borrower’s pro rata ownership interest therein shall be included in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentscalculating compliance herewith.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any of its Subsidiaries will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $5,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing paragraphs of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens incidental to the conduct of its business or the Collateral Agent for the benefit ownership of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank do not secure Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, (i) any Lien on Margin Stock; (j) Liens in connection with an Asset Securitization permitted under Section 5.10; (k) Liens involuntarily imposed and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or being contested in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (orgood faith, subject to clause 15.14.5 belowthe Borrower or such Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (l) Liens against the assets of Aladdin (formerly owned by Galaxy) under the Catoosa Co. IRB solely to the extent existing as of the date hereof; and (m) Liens against the assets of Aladdin (formerly owned by Image Industries, Inc.) under the Summerville City IRB solely to the extent existing as otherwise may be amended, terminated or expired after such of the date in accordance with their respective terms) and in any other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, the Image Acquisition. provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Liens permitted 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 EOI Pledged Shares are as follows: foregoing paragraphs (a) without derogating from clause 9.8 above, through (i) shall at no time secure Debt in an undertaking to vote at a shareholders’ meeting in favor aggregate amount exceeding the greater of the election (x) $90,000,000 or (y) 15% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Worth.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Parent nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $10,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Parent or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Parent or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Guarantor; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing clauses of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens incidental to the conduct of its business or the Collateral Agent for the benefit ownership of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank do not secure Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, and Gazit-Globe shall procure that none (i) any Lien on Margin Stock; and (j) Liens not otherwise permitted by the foregoing clauses of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (other than indebtedness represented by 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 belowNotes) in respect an aggregate principal amount at any time outstanding which, together with the amount of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Debt secured by Liens permitted 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 EOI Pledged Shares are as follows: foregoing paragraphs (a) without derogating from clause 9.8 abovethrough (i), an undertaking to vote at a shareholders’ meeting in favor does not exceed 10% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Total Assets.

Negative Pledge. 15.14.1. The Company Neither the Tenant nor any Restricted Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (i) Liens existing on the date of this Lease securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $18,000,000; (ii) any Lien existing on any asset of any corporation at the time such corporation becomes a Restricted Subsidiary and Gazit-Globe shall not created in contemplation of such event; (and shall procure that no Obligor shalliii) create any Lien on any asset securing Debt incurred or permit to subsist any Encumbrance: (a) on assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (iv) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Tenant or a Restricted Subsidiary and not created in contemplation of such event; (v) any Lien existing on any asset prior to the acquisition thereof by the Tenant or a Restricted Subsidiary and not created in contemplation of such acquisition; (vi) Liens securing Debt owing by any Subsidiary to the Tenant; (vii) any Lien arising out of the refinancing, without limitationextension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (ii) through (vii) of this Section, provided that (A) such Debt is not secured by any additional assets, and (B) the amount of such Debt secured by any such Lien is not increased; (viii) any Lien on Margin Stock; (ix) Liens for taxes or other Impositions not yet delinquent or which are being contested in good faith by appropriate proceedings and for which the EOI Pledged Shares Tenant shall have set aside any reserves required by GAAP; (save for: x) Liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar Persons incurred in the ordinary course of business for sums not yet due; (xi) Liens (other than any Lien created or imposed under ERISA) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any case of obligations incurred in connection with the borrowing of money or the obtaining of advances of credit); (xii) any attachment or judgment Lien arising in connection with court proceedings, provided that (i) Encumbrances created the execution or other enforcement of such Lien is effectively stayed and the claims secured thereby are being actively contested in favor of the Collateral Agent for the benefit of the Bank good faith and BLL under the Security Documents; by appropriate proceedings diligently conducted, and (ii) Permitted Encumbrances); (b) over such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and neither the Tenant's nor any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present such Restricted Subsidiary's title to or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over right to use any of its property is impaired in any material respect by reason of such contest; (xiii) easements, licenses, rights-of-way and other rights and privileges in the Means nature of Control (including any shares easements and similar Liens incidental to the ownership of property and not incurred in connection with the borrowing of money or other securities) the obtaining of Silver Maple or Ficus advances of credit, and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall which do not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (individually or in the case aggregate, interfere with the ordinary conduct of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted business of the Tenant or limited by, any Restricted Subsidiary or otherwise bound by, any options, proxies (other than materially detract from the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than value of 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, properties subject to clause 15.14.5 below, any such Liens; (xiv) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Total Capitalization; and (xv) any Lien created by or arising 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization result of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Transaction Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing as of July 1, 1996 securing Debt outstanding as of July 1, 1996 in an aggregate principal or face amount not exceeding $30,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or substantial completion of construction thereof, without limitationas the case may be; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens imposed by any governmental authority for taxes, assessments, governmental charges, duties or levies not yet due or which are being contested in good faith and by appropriate proceedings; provided adequate reserves with respect thereto are maintained on the EOI Pledged Shares books of the Borrower and its Consolidated Subsidiaries in accordance with generally accepted accounting principles; (save for: h) carriers', warehousemen's, mechanics', transporters, materialmen's, repairmen's or other like Liens arising in the ordinary course of business; provided any such Lien is either (x) discharged within five days of the date when payment of the obligation secured by such Lien is due or (y) is being contested in good faith by appropriate proceedings diligently conducted; (i) Encumbrances created Liens (other than Liens described in favor clauses (g) or (h)) arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $20,000,000 and (iii) do not in the Collateral Agent for aggregate materially detract from the benefit value of its assets or materially impair the Bank use thereof in the operation of its business; (j) Liens on cash and BLL under cash equivalents securing Derivatives Obligations, provided that the Security Documentsaggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $20,000,000; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any date not to exceed the greater of (i) $100,000,000 and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor 15% of Consolidated Tangible Net Worth at the last day of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of lawmost recently ended fiscal quarter. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not Issuer will not, so long as any of the Notes remain outstanding (and shall procure that no Obligor shall) as defined in the Agency Agreement), create or permit to subsist be outstanding, any Encumbrance: mortgage, charge, pledge or other security interest (aeach, a “Lien”) on upon the whole or any part of the Collateralits properties, includingassets or revenues, without limitationpresent or future, on the EOI Pledged Shares (save for: to secure (i) Encumbrances created payment of any sum due in favor respect of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and any Indebtedness or (ii) Permitted Encumbrances); (b) over payment under any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) guarantee of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and Indebtedness or (iii) any payment under any indemnity or other like obligations relating to any Indebtedness, unless in respect each case at the same time the Notes are secured equally and rateably so as to rank pari passu with such Indebtedness or such guarantee or indemnity or other like obligations for so long as such Indebtedness or such other obligations are so secured; provided, however, that such covenant will not apply to Liens securing Indebtedness (or securing any refunding or extensions of such obligations not exceeding the principal amount of the Discount EOI Pledged Shares, until obligations so refunded or extended at the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any time of the Means refunding or extension thereof and covering only the same property theretofore securing the same) which, after giving effect to the initial incurrence of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (includingsuch obligations, but does not limited toin the aggregate, any present or future propertieswith respect to the Issuer, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2exceed 30 per cent. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, terminated or expired after such date in accordance with their respective terms) and in any other Approved Voting Agreement Issuer’s Consolidated Net Tangible Assets (as defined below) and also will not apply to: (i) Liens arising out of judgments or awards against the Issuer with respect to which the Issuer is in respect good faith prosecuting an appeal or proceeding for review or Liens incurred by the Issuer for the purpose of obtaining a stay or discharge in the course of any legal proceeding to which any LTV Guarantor the Issuer is a party; (ii) Liens for taxes not yet subject to penalties for non-payment or which are contested; (iii) any Lien or charge on any property, provided tangible or intangible, which may arise as a result of a transaction involving a transfer of assets by the Issuer if such transfer of assets is treated as a sale in accordance with generally accepted accounting principles in the country of the Issuer or if such transfer of assets is to an entity that issues ABS Obligations backed by such assets and such ABS Obligations are Non-recourse to the Issuer; (iv) the pledge of receivables payable in currencies other than U.S. Dollars to secure borrowings in countries other than the United States of America or its possessions (the “United States”); (v) any Lien securing the performance of any contract or undertaking not, directly or indirectly, in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business; (vi) any Lien securing the performance of any operating facility or term line of credit with any bank in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business; (vii) any Lien to secure non-recourse obligations in connection with the Issuer engaging in leveraged or single-investor lease transactions; (viii) any Liens and restrictions on property acquired or sold by the Issuer resulting from the exercise of any rights arising out of defaults on receivables or leases; (ix) any Liens to secure obligations with respect to any interest rate, foreign currency exchange, swap, collar, cap or similar agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Issuer or any subsidiary thereof is exposed in the conduct of its business or the management of its liabilities; and (x) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (ix) inclusive; provided, however, that the amount of any and all obligations and indebtedness secured thereby does not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such tag-along rights and voting agreements shall not apply in the event of any sale extension, renewal or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL replacement is limited to all or any third party purchaser of any a part of the Collateral upon property which secured the realization Lien so extended, renewed or replaced (plus improvements on such property) and provided further, that the Issuer is free to substitute collateral of equal value for the existing collateral in any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing transaction covered by the Bank in advance, which approval, without derogating from the requirement foregoing clauses (i) to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.ix)

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create No Borrower will, or will permit any of its respective Subsidiaries to, create, assume or suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement (other than the Loans, Swingline Loans and/or Letter of Credit Liabilities) in an aggregate principal amount not exceeding $10,000,000; (b) any Lien existing on any asset of any Person immediately before such Person becomes a Subsidiary of any Borrower and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (d) any Lien on any asset of any Person existing immediately before such Person is merged or consolidated with or into any Borrower or a Subsidiary of such Borrower and not created in contemplation of such event; (e) any Lien existing on any asset immediately before the acquisition thereof by any Borrower or a Subsidiary of such Borrower and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the aggregate principal amount of such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business (including, without limitation, on the EOI Pledged Shares (save for: Liens securing payment of taxes, assessments or governmental charges; Liens of suppliers, mechanics, carriers, warehousemen, landlords or workmen; banker’s Liens or rights of setoff; Liens of attachment or judgment; Liens in connection with worker’s compensation, unemployment insurance or social security; and Liens to secure performance of letters of credit, bids, tenders, sales, contracts, leases, surety, appeal and performance bonds) which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt, (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not secure obligations in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an aggregate amount exceeding $75,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity operation of its business; (h) prior to the Receivables Facility Termination Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); any Lien on assets of a Special Purpose Receivables Subsidiary securing Debt arising out of a Permitted Receivables Facility; (di) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be Transaction Liens created under the Security Documents. For ; (j) Liens securing Debt permitted by Section 5.05(h); and (k) Liens not otherwise permitted by the purposes foregoing clauses of this AgreementSection securing Debt in an aggregate principal amount at any time outstanding not to exceed $20,000,000; provided that the Borrowers will not create, 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 assume or suffer to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects exist any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and Lien otherwise permitted under clauses (b), (c), (d) without derogating from clauses 7.5 and 7.6 above, with respect or (e) of this Section unless such Lien is subordinated to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be Liens created under any of the Security DocumentsDocuments in a manner reasonably satisfactory to the Security Agents if the asset subject to such Lien is Collateral.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (b) any Lien on any fixed or capital asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (e) any Lien on assets of a Foreign Subsidiary securing Debt permitted under Section 5.10(e); (f) any Lien arising out of the refinancing, includingextension, without limitationrenewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, on provided that such Debt is not increased and is not secured by any additional assets; (g) any Lien securing Profit Participations, Residuals and Deferred Payments and other obligations that do not constitute Debt by operation of clause (x) of the EOI Pledged Shares proviso in the definition of "Debt"; provided that such Lien attaches solely to cash deposits and the Film or Films or Film Related Assets that are the subject of such arrangements; (save for: h) Liens (other than Liens securing Debt) consisting of rights of licensees under access agreements pursuant to which such licensees have access to duplicating material for the purpose of making prints of Films licensed to them, and rights of distributors, exhibitors, licensees and other Persons in Films created in connection with the distribution and exploitation of such Films in the ordinary course of business; (i) Encumbrances created in favor Liens securing Debt permitted by Sections 5.10(h) or (i) or securing obligations of the Collateral Agent for Borrower or its Subsidiaries incurred in connection with acquiring rights to Films in the benefit ordinary course of business, provided that (x) the agreement to grant such Liens shall be created substantially simultaneously with the acquisition, development, production or postproduction of such Films and (y) such Liens do not at any time encumber any property other than the Films being produced, developed or acquired; (j) Liens (other than Liens securing Debt) incurred in the ordinary course of business on any Film or any Film Related Asset constituting negotiation rights with respect to such Film or Film Related Asset, options to develop such Film or Film Related Asset or similar rights with respect to such Film or Film Related Asset; (k) Liens on cash and cash equivalents arising under the escrow arrangements referred to in the proviso to the definition of Sale-Leaseback Transactions and Liens consisting of the Bank rights and BLL interests of the lessor with respect to Films subject to Sale-Leaseback Transactions permitted under Section 5.10(i) hereof; (l) Liens arising out of Licensing Agreements or security agreements entered into pursuant to such Licensing Agreements in respect of Films or Film Related Assets permitted under Section 5.07(d) or Section 5.07(e) hereof, consisting of such licensing rights and attaching solely to the Security DocumentsFilm or Films or Film Related Assets so licensed; (m) Liens in existence on the Closing Date and reflected in Schedule 5.09 hereto; (n) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with generally accepted accounting principles (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (o) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (p) pledges or deposits in connection with workers' compensation, unemployment insurance or other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (q) Liens on deposits to secure obligations to acquire Films or Film Related Assets or the performance of bids, trade contracts (other than contracts under which Debt may be incurred), leases, performance or completion bonds and other obligations of a like nature incurred in the ordinary course of business; provided that any such Liens securing the obligation of the Borrower or any of its Subsidiaries to acquire Films or Film Related Assets shall encumber only cash; (r) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary; (s) Liens (other than Liens permitted by any of the foregoing clauses) arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding $5,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge)operation of its business; and (dt) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens Liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $5,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower or to a Wholly- Owned Subsidiary; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing clauses of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens securing taxes, assessments or other similar governmental charges or levies which are not yet due and payable; (j) Liens arising out of any Subordinated Shareholder Loan, save for Encumbrances created litigation or legal proceeding which are being contested in good faith by appropriate proceedings diligently pursued; (k) Liens of the type described in Section 9.04 hereof (as long as no such Lien in favor of the Collateral Agent for the benefit any Person other than one of the Bank and BLL under Banks extends to deposits in or held by such Bank); (l) any Lien on Margin Stock; and (m) Liens not otherwise permitted by the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights foregoing clauses of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (other than indebtedness represented by 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 belowNotes) in respect an aggregate principal amount at any time outstanding not to exceed 10% of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Total Assets.

Negative Pledge. 15.14.1. The Company Issuer covenants that so long as any of the Notes are outstanding the Issuer will not and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any Guarantor to create, incur or assume or permit to subsist subsist, any Encumbrance: Lien upon any part of its Property or assets, whether now owned or hereafter acquired, to secure Borrowed Money, unless at the same time, or as soon as reasonably practicable thereafter, the Issuer secures all the Notes then outstanding on an equal basis, provided that for greater certainty, and notwithstanding the foregoing, this covenant shall not apply to: (a) the giving of security (except on fixed assets, land and shares of Guarantors) to any part bank or other lending institution or others to secure Indebtedness incurred in the ordinary course of business that is not a Funded Obligation; (b) the giving by the Issuer or a Guarantor of any security to the Issuer, any Subsidiary or any Related Party to secure Indebtedness of the CollateralIssuer, includingany Subsidiary or any Related Party, without limitationprovided, however, that any Lien(s) granted to secure Borrowed Money (“Borrowed Money” for this purpose shall be read as if the definition thereof referred to “the Issuer, a Subsidiary or a Related Party” instead of “a Third Party” in each instance) between the Issuer, Subsidiaries and Related Parties, shall not in the aggregate exceed $25,000,000 at any time, unless in the opinion of the Trustee, acting reasonably, any Lien(s) in excess of $25,000,000 will not be prejudicial to the interests of the Noteholders; (c) the creation, incurrence, assumption or the permitting to subsist of Permitted Liens by the Issuer or a Guarantor; (d) a Permitted Accounts Receivable Transaction or a Permitted Sale Leaseback Transaction; (e) the Issuer or a Guarantor extending, renewing or refunding any security permitted under Section 7.4(a), 7.4(b), 7.4(c) or 7.4(d) above, provided that the principal amount of Borrowed Money secured thereby is not in excess of the principal amount thereof on the EOI Pledged Shares (save for: (i) Encumbrances created in favor date of such extension, renewal or refunding, the security does not extend to any additional Property of the Collateral Agent Issuer or such Guarantor, and immediately after such extension, renewal or refunding, no Event of Default would exist; or (f) the creation or assumption of Liens not otherwise permitted to be incurred pursuant to the provisions in Sections 7.4(a) through 7.4(e) above and not exceeding 15%, in the aggregate, of Consolidated Tangible Net Worth, as determined as of the last day of the most recently completed Fiscal Quarter. Notwithstanding the foregoing, upon the request of the Issuer to the Noteholders, the Noteholders may direct the Trustee to grant permission for the Issuer or a Guarantor to create, issue or assume any Lien without providing to the Trustee (for the benefit of the Bank and BLL under the Security Documents; and (iiNoteholders) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor a Lien of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall nota substantially similar nature, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights ranking rateably 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 LTV Guarantor is a partypari passu therewith, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” direction is a voting agreement that has been first 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 EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsExtraordinary Resolution.

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by any of them, except: (a) any Lien existing on any part March 4, 2005 and disclosed in the financial statements referred to in Section 12.04 of the CollateralExisting Credit Agreement or set forth in Schedule 13.04 of the Existing Credit Agreement, includingand any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended; (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims which are not overdue for a period of more than 30 days, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business which are not delinquent or remain payable without limitationpenalty or which are being contested in good faith by appropriate proceedings, on which proceedings have the EOI Pledged Shares effect of preventing the forfeiture or sale of the property subject thereto; (save for: d) Liens (other than any Lien imposed under ERISA) consisting of pledges or deposits in the ordinary course of business (i) Encumbrances created required in favor connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers to secure obligations with respect to casualty or liability insurance maintained by the Company or any of its Subsidiaries; (e) Liens on property of the Collateral Agent Company or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature (including those to secure health, safety and environmental obligations) in each case incurred in the ordinary course of business; (f) Liens (i) consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (x) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (y) the aggregate amount secured by all such Liens (excluding any Lien related to the Horizon Litigation) does not at any time exceed $10,000,000; and (ii) securing appeal bonds posted in connection with the Horizon Litigation to the extent that the sum of (x) the aggregate amount of such appeal bonds and (y) the aggregate amount of all letters of credit (including any Letter of Credit) issued for the benefit of the Bank court (or any instrumentality thereof) having jurisdiction over the Horizon Litigation does not exceed $200,000,000;. (g) easements, rights-of-way, restrictions, encroachments, protrusions and BLL under other similar encumbrances on real property which in the Security Documentsaggregate do not materially detract from the value of such property or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (h) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) Permitted Encumbrancessuch deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (j) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not at any time exceed in the aggregate $200,000,000; (k) Liens on property of any Foreign Subsidiary securing Debt of such Foreign Subsidiary that is permitted under Section 7.06; (l) any Lien existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than any Lien on the Equity Interest of any Person that becomes a Subsidiary); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: provided that (i) Encumbrances such Lien was not created in favor contemplation of the Collateral Agent for the benefit of the Bank and BLL under the Security Documentssuch acquisition or such Person becoming a Subsidiary; (ii) Permitted Encumbrancesthe Debt secured thereby is permitted under Section 7.06; (m) Liens arising out of the conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business; (n) Liens solely on c▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; and and (iiio) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject addition to statutory deemed trusts and liens created Liens permitted by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: subsections (a) without derogating from clause 9.8 through (n) above, an undertaking to vote at other Liens securing Debt in a shareholdersDollar Equivalent amount not exceeding 12.5% of Consolidated Shareholders’ meeting in favor 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsEquity.

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by any of them, except: (a) any Lien existing on July 25, 2003 and disclosed in the financial statements referred to in Section 6.04 or set forth in Schedule 7.04, and any part extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the Collateralproperty subject to such Lien is not extended; (b) Liens imposed by law for taxes, includingassessments or charges of any Governmental Authority for claims not yet due, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business which are not delinquent or remain payable without limitationpenalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (d) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) Liens on property of the EOI Pledged Shares (save for: Company or any Subsidiary securing (i) Encumbrances created the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in favor connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the Collateral Agent for ordinary course of business; (f) Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the benefit case of judgment and judicial attachment liens, the Bank and BLL under the Security Documents; enforcement of such Liens is effectively stayed, and (ii) Permitted Encumbrances); all such Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $10,000,000; (bg) over any Subordinated Shareholder Loaneasements, save for Encumbrances created rights-of-way, restrictions and other similar encumbrances incurred in favor the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the Collateral Agent for property subject thereto or materially interfere with the benefit ordinary conduct of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor businesses of the Collateral Agent for the benefit of the Bank Company and BLL under the Security Documents; its Subsidiaries; (iih) Permitted Encumbrances; and (iii) Liens securing obligations in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other capital leases on assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partyleases, provided that such tagcapital leases are otherwise permitted hereunder; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-along off or similar rights and voting agreements remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (j) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not apply at any time exceed in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported aggregate $150,000,000; and (k) in addition to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Liens permitted 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 EOI Pledged Shares are as follows: subsections (a) without derogating from clause 9.8 through (j) above, an undertaking to vote at other Liens securing Debt in a shareholdersDollar Equivalent amount not exceeding 12.5% of Consolidated Shareholders’ meeting in favor 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsEquity.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create No Loan Party nor any Subsidiary of a Loan Party will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement, all of which are set forth on Schedule 5.14; (b) any Lien existing on any part asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Collateral) securing Debt incurred or assumed for the purpose of financing no more than 80% of the Collateralcost of acquiring or constructing such asset and permitted under Section 5.32(c), including, without limitation, on the EOI Pledged Shares (save forprovided that: (i) Encumbrances created in favor the aggregate outstanding principal amount of the Collateral Agent for the benefit Debt of the Bank Loan Parties and BLL their respective Subsidiaries secured by a Lien permitted under the Security Documentsthis Section 5.14(c) shall not, at any time, exceed $15,000,000; and (ii) Permitted Encumbrances); such Lien attaches to such asset (band no asset other than the asset so acquired or constructed) over concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Subordinated Shareholder Loan, save for Encumbrances Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or another Loan Party and not created in favor contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or another Loan Party and not created in contemplation of such acquisition; (f) Liens encumbering assets (other than Collateral) securing Debt owing by any Loan Party to the Borrower; (g) any Lien arising out of the Collateral Agent for the benefit refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Bank and BLL under the Security Documents; (c) over any asset (includingforegoing clauses of this Section, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank such Debt is not secured by any additional assets, and BLL under the Security Documents; (ii) Permitted Encumbrances; the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (iiiii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, operation of its business; (i) any Lien on Margin Stock; (j) Liens securing the Encumbrances Agent and the Banks created over such Discount EOI Pledged Shares or arising under the Discount Pledge)Loan Documents; and (dk) over any Liens not otherwise permitted by the foregoing clauses of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (other than indebtedness represented by the Irrevocable Proxies)Notes) in an aggregate principal amount at any time outstanding not to exceed $15,000,000. Notwithstanding anything contained in this Section 5.14 to the contrary, voting agreementsno Loan Party or any Subsidiary of a Loan Party will create, voting trusts, tag-along rights, co-sale rights, drag-along rights assume or similar such rights other than suffer to exist any Lien on the tag-along rights and voting agreements as set forth Collateral or on the Borrower’s ownership interests 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsBassett Asset Fund.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except for: (a) Liens existing on the date hereof; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any Lien created in connection with capitalized lease obligations, without limitation, on but only to the EOI Pledged Shares extent that such Lien encumbers property financed by such capital lease obligation and the principal component of such capitalized lease obligation is not increased; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not in favor the aggregate materially impair the operation of the Collateral Agent for the benefit business of the Bank Borrower and BLL under its Consolidated Subsidiaries, taken as a whole; (h) any Lien arising out of the Security Documents; (c) over any asset (includingrefinancing, but not limited toextension, any present renewal or future properties, revenues, bank accounts and rights of every description) refunding of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over Debt secured by any Lien permitted by any of the Means foregoing clauses of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partythis Section, provided that such tag-along rights Debt is not increased and voting agreements shall is not apply secured by any additional assets; (i) Liens securing taxes, assessments, fees or other governmental charges or levies, Liens securing the claims of materialmen, mechanics, carriers, landlords, warehousemen and similar Persons, Liens incurred in the event ordinary course of any sale or realization business in connection with workmen's compensation, unemployment insurance and other similar laws, Liens to secure surety, appeal and performance bonds and other similar obligations not incurred in connection with the borrowing of any money, and attachment, judgment and other similar Liens arising in connection with court proceedings so long as the enforcement of such L▇▇▇▇ is effectively stayed and the Collateral nor will claims secured thereby are being contested in good faith by appropriate proceedings; (j) Liens not otherwise bind permitted by the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this AgreementSection securing Debt in an aggregate principal amount at any time outstanding not to exceed 10% of Consolidated Net Worth; (k) any Lien(s) on any asset of Quest & Associates, an “Approved Voting Agreement” is Inc., a voting agreement that has been approved in writing by the Bank in advanceSubsidiary of Borrower, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations created in connection therewith which affects with the August 1995 investment by Quest & Associates, Inc., in a portfolio of computer equipment leases; and (l) any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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 Liens on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person property arising in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentswith a securities repurchase transaction.

Negative Pledge. 15.14.1. The Company Guarantor will not, and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any of its Restricted Subsidiaries to, create, assume or permit suffer to subsist exist any Encumbrance: Lien securing Debt on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $125,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Restricted Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any improvements constructed on any property of the Guarantor or any such Restricted Subsidiary and any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or any part of the cost of constructing such improvements, without limitation, provided that such Lien attaches to such improvements within 90 days after the later of (1) completion of construction of such improvements and (2) commencement of full operation of such improvements; (e) any Lien existing on any asset prior to the EOI Pledged Shares acquisition thereof by the Guarantor or a Restricted Subsidiary and not created in contemplation of such acquisition; (save for: (if) Encumbrances created Liens on property of the Guarantor or a Restricted Subsidiary in favor of the Collateral Agent United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or any other government or department, agency, instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the benefit purpose of financing all or any part of the Bank and BLL under purchase price or the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor cost of construction of the Collateral Agent for the benefit property subject to such Liens; (g) any Lien arising out of the Bank and BLL under the Security Documents; (c) over any asset (includingrefinancing, but not limited toextension, any present renewal or future properties, revenues, bank accounts and rights of every description) refunding of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over Debt secured by any Lien permitted by any of the Means foregoing clauses of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partythis Section, provided that such tag-along rights Debt is not increased and voting agreements shall is not apply in secured by any additional assets; and (h) Liens not otherwise permitted by the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal amount at any time outstanding not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsexceed $400,000,000.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing as of the Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of the Borrower’s Duke Energy Florida Indenture (if any) securing Indebtedness outstanding on the Effective Date or issued thereafter; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Indebtedness, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; Borrower and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partynot for speculative purposes, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting Liens run in favor of a Lender hereunder or under the election of Master Credit Facility or a Person as who was, at the time of issuance, a director Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect Borrower securing obligations in an aggregate principal or face amount at any date not 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 exceed 15% of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any Consolidated Net Assets of the Security DocumentsBorrower; (p) Liens on fuel used by the Borrower in its power generating business; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. 15.14.1. The Company Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except as required by this Agreement and Gazit-Globe shall not (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that such Debt is not increased (save for: other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $125,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any business of the Means Borrower or any Subsidiary; (k) any interest or title of Control a lessor or sublessor under any lease of real estate permitted hereunder; (including l) any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights zoning 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 law or right reserved 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 vested in any other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in governmental office or agency to control or regulate the event use of any sale or realization of any of real property; and (m) Liens not otherwise permitted by the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal amount at any time outstanding not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsexceed $125,000,000.

Negative Pledge. 15.14.1. The Company Parent Guarantor will not, and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any of its Subsidiaries to, create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by the Parent Guarantor or any such Subsidiary, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $10,000,000; (b) any Lien existing on any part asset prior to the acquisition thereof by the Parent Guarantor or such Subsidiary and not created in contemplation of such acquisition; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien arising out of the Collateralrefinancing, includingextension, without limitationrenewal or refunding of any Debt secured by any Lien permitted by any of the foregoing subsections of this Section 5.07, on provided that the EOI Pledged Shares outstanding principal amount of such Debt is not increased and is not secured by any additional assets; (save for: e) any Liens arising in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries which (i) Encumbrances created do not secure Debt or Derivatives Obligations and (ii do not in favor the aggregate materially detract from the value of the Collateral Agent for the benefit assets of the Bank Parent Guarantor and BLL under its Consolidated Subsidiaries, considered as a whole, or impair the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created use thereof in favor the operation of the Collateral Agent for the benefit business of the Bank Parent Guarantor and BLL under the Security Documentsits Consolidated Subsidiaries, considered as a whole; (c) over provided that any Lien on any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent Parent Guarantor or any of its Subsidiaries arising in connection with a judgment in excess of $25,000,000 (reduced, for purposes of this proviso, by any amount in respect thereof that is acknowledged by a reputable insurer as being payable under any valid and enforceable insurance policy issued by such insurer), whether or not such judgment is being contested or execution thereof has been stayed, shall be deemed not arising in the benefit ordinary course of business of the Bank Parent Guarantor or such Subsidiary; (f) Liens on cash and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partycash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such tag-along rights and voting agreements shall Liens may at no time exceed $25,000,000; (g) any Lien not apply otherwise permitted by the foregoing provisions of this Section 5.07 securing Debt (or Derivative Obligations, as measured by the amount of the pledged collateral in excess of that permitted under (f)) in an aggregate principal amount not to exceed an amount equal to 10% of Consolidated Tangible Assets (excluding any such Lien securing any individual obligation in an amount not in excess of $5,000,000); and (h) subject to Section 2.10(b), any Lien on any asset or assets of the event of any sale Parent Guarantor or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsits Subsidiaries securing Excess Secured Debt.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create None of the Borrower, any Covered Subsidiary or permit any Significant Subsidiary will create, assume or suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing as of September 15, 2000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower or at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower, in each case where the Lien is not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset (it being understood that, includingfor this purpose, without limitationthe acquisition of a Person is also an acquisition of the assets of such Person); provided that the Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, on or such longer period, not to exceed 12 months, due to the EOI Pledged Shares (save for: Borrower's inability to retain the requisite governmental approvals with respect to such acquisition; provided further that, in the case of real estate, (i) Encumbrances created in favor the Lien attaches within 12 months after the latest of the Collateral Agent for acquisition thereof, the benefit completion of construction thereon or the Bank and BLL under the Security Documents; commencement of full operation thereof and (ii) Permitted Encumbrances); the Debt so secured does not exceed the sum of (bx) over the purchase price of such real estate plus (y) the costs of such construction; (d) any Subordinated Shareholder Loan, save for Encumbrances Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and not created in favor contemplation of such acquisition; (e) any Lien arising out of the Collateral Agent for the benefit refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Bank foregoing clauses of this Section, provided that such Debt is not increased (other than to cover any transaction costs of such refinancing, extension, renewal or refunding) and BLL under is not secured by any additional assets; (f) Liens arising in the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights ordinary course of every description) of any LTV Guarantor (save for: its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt, (ii) Permitted Encumbrances; do not secure any single obligation in an amount exceeding $50,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (g) Liens securing Debt of a Subsidiary of the Discount EOI Pledged Shares, until Borrower to the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any Borrower or another Subsidiary of the Means Borrower; and (h) Liens not otherwise permitted by the foregoing clauses of Control this Section which secure indebtedness in an aggregate principal amount which is not in excess of 10% of Consolidated Net Tangible Assets (including any shares determined as of the most recent date for which Borrower has delivered its financial statements under Section 5.01(a) or other securities) of Silver Maple or Ficus and any other assets (includingSection 5.01(b), but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall notas applicable), and Gazit-Globe shall procure that none encumbering assets which have a value, as determined by the board of directors of the LTV Guarantors shallBorrower in connection with the incurrence of each such Lien, be a party to, or permit any which the board of directors of Borrower determines is reasonably related to the amount of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsindebtedness secured thereby.

Negative Pledge. 15.14.1. The Company will not, and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any of its Restricted Subsidiaries to, create, assume or permit suffer to subsist exist any Encumbrance: Lien securing Debt on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $200,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (d) any Lien on any improvements constructed on any property of the Company or any such Restricted Subsidiary and any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or any part of the cost of constructing such improvements, without limitation, provided that such Lien attaches to such improvements within 180 days after the later of (1) completion of construction of such improvements and (2) commencement of full operation of such improvements; (e) any Lien existing on any asset prior to the EOI Pledged Shares acquisition thereof by the Company or a Restricted Subsidiary and not created in contemplation of such acquisition; (save for: (if) Encumbrances created Liens on property of the Company or a Restricted Subsidiary in favor of the Collateral Agent United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or any other government or department, agency, instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the benefit purpose of financing all or any part of the Bank purchase price or the cost of construction of the property subject to such Liens; (g) Liens resulting from judgments, provided that the execution or other enforcement of such Liens is effectively stayed and BLL under that the Security Documents; claims secured thereby are being actively contested in good faith and by appropriate proceedings, and for which adequate reserves to the extent required by and in conformity with U.S. generally accepted accounting principles are maintained on the books of the Company or a Restricted Subsidiary, as the case may be; (iih) Permitted Encumbrances); (b) over Liens on property of any Subordinated Shareholder Loan, save for Encumbrances created Restricted Subsidiary of the Company in favor of the Collateral Agent for the benefit one or more of the Bank and BLL under the Security Documents; (c) over Company or any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its Restricted Subsidiaries; (i) Encumbrances created in favor any Lien arising out of the Collateral Agent for the benefit refinancing, extension, renewal or refunding of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any Debt secured by any Lien permitted by any of the Means foregoing clauses of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partythis Section 5.03, provided that such tag-along rights Debt is not increased and voting agreements shall is not apply in secured by any additional assets other than improvements thereon; and (j) Liens not otherwise permitted by the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal amount at any time outstanding not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any exceed 10% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Tangible Assets.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (b) any Lien on any fixed or capital asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Borrower or a Subsidiary and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by a Borrower or a Subsidiary and not created in contemplation of such acquisition; (e) any Lien on assets of a Foreign Subsidiary securing Debt permitted under Section 5.10(e); (f) any Lien arising out of the refinancing, includingextension, without limitationrenewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, on provided that such Debt is not increased and is not secured by any additional assets; (g) any Lien securing Profit Participations, Residuals and Deferred Payments and other obligations that do not constitute Debt by operation of clause (x) of the EOI Pledged Shares proviso in the definition of "Debt"; provided that such Lien attaches solely to cash deposits and the Film or Films or Film Related Assets that are the subject of such arrangements; (save for: h) Liens (other than Liens securing Debt) consisting of rights of licensees under access agreements pursuant to which such licensees have access to duplicating material for the purpose of making prints of Films licensed to them, and rights of distributors, exhibitors, licensees and other Persons in Films created in connection with the distribution and exploitation of such Films in the ordinary course of business; (i) Encumbrances Liens securing Debt permitted by Sections 5.10(h) or (i) or securing obligations of any MGM/Orion Company incurred in connection with acquiring rights to Films in the ordinary course of business, provided that the agreement to grant such Liens shall be created substantially simultaneously with, or within 90 days of, the acquisition, development, production or postproduction of such Films; (j) Liens (other than Liens securing Debt) incurred in favor the ordinary course of business on any Film or any Film Related Asset constituting negotiation rights with respect to such Film or Film Related Asset, options to develop such Film or Film Related Asset or similar rights with respect to such Film or Film Related Asset; (k) Liens on cash and cash equivalents arising under the escrow arrangements referred to in the proviso to the definition of Sale-Leaseback Transactions and Liens consisting of the Collateral Agent for the benefit rights and interests of the Bank lessor with respect to Films subject to Sale-Leaseback Transactions permitted under Section 5.10(i) hereof; (l) Liens arising out of Licensing Agreements or security agreements entered into pursuant to such Licensing Agreements in respect of Films or Film Related Assets permitted under Section 5.07(d) or Section 5.07(e) hereof, consisting of such licensing rights and BLL attaching solely to the Film or Films or Film Related Assets so licensed; (m) Liens in existence on the Effective Date and reflected in Schedule 5.09 hereto; (n) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of any MGM/Orion Company, as the case may be, in conformity with generally accepted accounting principles (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (o) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (p) pledges or deposits in connection with workers' compensation, unemployment insurance or other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (q) Liens on deposits to secure obligations to acquire Films or Film Related Assets or the Security Documentsperformance of bids, trade contracts (other than contracts under which Debt may be incurred), leases, performance or completion bonds and other obligations of a like nature incurred in the ordinary course of business; provided that any such Liens securing the obligation of any MGM/Orion Company to acquire Films or Film Related Assets shall encumber only cash; (r) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any MGM/Orion Company; (s) Liens (other than Liens permitted by any of the foregoing clauses) arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding $5,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge)operation of its business; and (dt) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens Liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company Borrower will not, and Gazit-Globe shall will not permit any Principal Subsidiary to, create, assume, incur or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except for the following (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: the "Permitted Liens"): (a) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (b) any lien existing on any asset of any Person at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset of any Person existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary, includingor existing at the time that such asset was acquired from the seller on arms' length terms, without limitationand, on in each case, not created in contemplation of such acquisition; (d) Liens for taxes, assessments and governmental charges which are not delinquent or which are being contested in good faith and by appropriate proceedings and as to which appropriate reserves are being maintained; (e) Liens imposed by statute, ordinance or regulation, such as materialmen's, mechanics' carriers', workmen's and repairmen's Liens and other similar Liens arising in the EOI Pledged Shares (save for: ordinary course of business securing obligations which (i) Encumbrances created in favor are not overdue for a period of the Collateral Agent for the benefit more than 30 days after filing of the Bank and BLL under the Security Documents; and any notice with respect to, or such Person's otherwise having notice of, such Lien, (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank are fully bonded by reputable and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present responsible insurers or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) involve claims which are being contested in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus good faith and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts by proper proceedings and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 such Person has set aside adequate cash (or cash equivalent) reserves for the payment of that portion thereof in excess of $100,000 or has provided such other assurances as the Bank may approve; (f) pledges or deposits to secure obligations under workers' compensation laws, unemployment insurance or social security laws; (g) Liens incurred to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or Capital Leases or to secure statutory obligations or deposits of cash or United States government bonds securing surety or appeal bonds or to secure indemnity, performance or other similar bonds, in each case, incurred in the ordinary course of business; (h) zoning restrictions, easements, licenses, restriction on the use of real property or immaterial irregularities in title thereto, which do not in the aggregate have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries; (i) Liens incurred by any LTV Guarantor is Subsidiary to secure Indebtedness owing to the Borrower or a partywholly-owned Subsidiary; (j) any Lien arising our of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such tag-along rights Indebtedness is not increased and voting agreements shall is not apply in secured by any additional assets; and (k) Liens not otherwise permitted by the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Indebtedness in an “Approved Voting Agreement” is a voting agreement that has been approved in writing by aggregate principal amount at any time outstanding not to exceed 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 greater of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor $10,000,000 and 15% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Worth.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Create, incur, assume or permit to subsist exist any Encumbrance: Lien on any property or assets (including stock or other securities of Subsidiaries) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except: (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.03; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.03; (c) pledges and deposits and other Liens made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature, in each case in the ordinary course of business; (e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Company or any Subsidiary; (f) any Lien existing on any part of property or asset prior to the Collateral, including, without limitation, on acquisition thereof by the EOI Pledged Shares (save for: Company or any Subsidiary; provided that (i) Encumbrances such Lien is not created in favor contemplation of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; or in connection with such acquisition and (ii) Permitted Encumbrances); (b) over such Lien does not apply to any Subordinated Shareholder Loan, save for Encumbrances created in favor other property or assets of the Collateral Agent Company or any Subsidiary; (g) Liens (including deposits) in connection with self-insurance; (h) judgment or other similar Liens in connection with legal proceedings in an aggregate principal amount (net of amounts for which relevant insurance providers have delivered written acknowledgements of coverage) not to exceed $125,000,000, provided that the benefit execution or other enforcement of such liens is effectively stayed and the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: claims secured thereby are being actively contested in good faith by appropriate proceedings; (i) Encumbrances created Liens arising in favor connection with advances or progress payments under government contracts; (j) Liens on assets of Subsidiaries securing Indebtedness payable to the Collateral Agent for Company or any Wholly-Owned Consolidated Subsidiary; (k) Liens on Transferred Receivables, Related Security and Collections securing the benefit of Permitted Receivables Financing Indebtedness; (l) Liens on the Bank and BLL under equipment identified in Schedule 6.01 securing the Security DocumentsPermitted Onan Lease Obligations; and (iim) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (Liens securing Indebtedness 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 Indebtedness described 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: paragraphs (a) without derogating from clause 9.8 through (l) above, an undertaking to vote the extent and only to the extent that the aggregate amount of Priority Indebtedness shall not exceed $425,000,000 at a shareholders’ meeting in favor 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentstime.

Negative Pledge. 15.14.1. The Company Issuer will not, and Gazit-Globe shall not (the Guarantor has agreed in the Guarantee that it will not, and shall that it will procure that no Obligor shall) the Issuer and the Principal Non-Listed Subsidiaries (as defined in Condition 11(b)), will not, so long as any Note remains outstanding, create or permit to subsist any Encumbrance: Security Interest (aas defined below) on upon the whole or any part of the Collateralits property or assets, includingpresent or future, without limitationto secure: (1) payment of principal of, on the EOI Pledged Shares or premium or interest of, or on, any Securities (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrancesas defined below); or (b2) over any Subordinated Shareholder Loanguarantee, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present indemnity or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) other like obligation in respect of the Discount EOI Pledged Sharespayment of principal of, until or premium or interest of, or on, any Securities, without in any such case at the Discount Maturity Datesame time according to the Notes either the same security as granted or is outstanding in respect of such Securities or such guarantee, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares indemnity or other securitieslike obligation or such other security or other arrangement (whether or not involving the giving of a Security Interest) as shall be approved by an Extraordinary Resolution of Silver Maple Noteholders. In these Conditions: ‘‘Securities’’ means notes, debentures, debenture stock, loan stock or Ficus and other similar securities of any person which are for the time being, or are issued on the basis that they will be or are capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange or over-the-counter or other assets similar securities market. ‘‘Security Interest’’ means any pledge, mortgage, lien (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and other than liens created arising by operation of law), charge, hypothecation, encumbrance or other security interest. 15.14.2(a) Redenomination Where redenomination is specified in the applicable Pricing Supplement as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Principal Paying Agent, Euroclear, Clearstream, Luxembourg and/or as applicable, the CMU Service and at least 30 days’ prior notice to the Noteholders in accordance with Condition 15, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The Company election will have effect as follows: (i) the Notes and the Receipts shall notbe deemed to be redenominated into euro in the denomination of euro 0.01 with a principal amount for each Note and Receipt equal to the principal amount of that Note or Receipt in the Specified Currency, and Gazit-Globe shall procure that none converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the LTV Guarantors shallPrincipal Paying Agent, be a party to, or permit any that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of any remaining amounts less than euro 1,000 or such smaller denominations as the Issuer in conjunction with the Principal Paying Agent may determine) euro 0.01 and such other denominations as the Issuer in conjunction with the Principal Paying Agent shall determine and notify to the Noteholders; (iv) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the ‘‘Exchange Notice’’) that replacement euro- denominated Notes, Receipts and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuer may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the CompanyNotes represented by a Global Note, itsby applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) EOI Pledged Shares in the case of definitive Notes, by applying the Rate of Interest to be bound bythe Calculation Amount; and, subject toin each case, restricted or limited bymultiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards 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 applicable market convention. Where the Specified Denomination of a Fixed Rate Note in any other Approved Voting Agreement (as defined below) definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements Fixed Rate Note shall not apply be the product of the amount (determined in the event of manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination without any sale or realization of further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any of relevant changes to the Collateral nor will otherwise bind provisions relating to interest; (viii) such other changes shall be made to these Conditions as the Collateral Issuer may decide, after consultation with the Principal Paying Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to and as may be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given specified in the event the only obligations notice, to conform it to conventions then applicable to instruments denominated in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentseuro.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $60,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingPROVIDED that such Lien attaches to such asset concurrently with or within 180 days after the acquisition or construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, PROVIDED that such Debt is not increased and is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt and (ii) Permitted Encumbrances); ii)do not secure any single obligation (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor or class of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iiiobligations having a common cause) in respect of an amount exceeding $50,000,000; and (h) Liens not otherwise permitted by the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal amount at any time outstanding not exceeding 10% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Worth.

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date hereof securing Debt outstanding on the date hereof in an aggregate principal amount not exceeding $25,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part 270099/304/CA/ca.96.364.comp Draft of: 02/11/98 4:31pm of the Collateralcost of acquiring such asset, includingPROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, PROVIDED that such Debt is not increased and is not secured by any additional assets; (save for: g) any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt or Derivatives Obligations and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not in favor the aggregate materially detract from the value of its assets or materially impair the Collateral Agent for use thereof in the benefit operation of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its business; (i) Encumbrances created in favor Liens on cash and cash equivalents securing Derivatives Obligations, PROVIDED that the aggregate amount of the Collateral Agent for the benefit of the Bank cash and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America cash equivalents subject to statutory deemed trusts and liens created such Liens may at no time exceed $25,000,000; and (j) Liens not otherwise permitted by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal amount at any time outstanding not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any exceed 5% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Assets.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) None of the Borrower, any Covered Subsidiary or any Significant Subsidiary will create or permit to subsist assume any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing as of the Effective Date; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset (it being understood that, includingfor this purpose, without limitationthe acquisition of a Person is also an acquisition of the assets of such Person); provided that the Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, on or such longer period, not to exceed 12 months, due to the EOI Pledged Shares (save for: Borrower’s inability to retain the requisite governmental approvals with respect to such acquisition; provided further that, in the case of real estate, (i) Encumbrances created the Lien attaches within 12 months after the latest of the acquisition thereof, the completion of construction thereon or the commencement of full operation thereof and (ii) the Debt so secured does not exceed the sum of (x) the purchase price of such real estate plus (y) the costs of such construction; (d) Until the date which is one hundred eighty (180) days following the Effective Date, any Lien on shares of any equity security or any warrant or option to purchase an equity security or any security which is convertible into an equity security issued by any Subsidiary of the Borrower that holds, directly or indirectly through a holding company or otherwise, a license to conduct gaming under any Gaming Law, and in the proceeds thereof; provided that this clause shall apply only so long as the Gaming Laws of the relevant jurisdiction provide that the creation of any Lien or other restriction on the disposition of any of such securities shall not be effective and, if such Gaming Laws at any time cease to so provide, then this clause shall be of no further effect; and provided further that if at any time the Borrower or any of its Subsidiaries creates or suffers to exist a Lien covering such securities in favor of the Collateral holder of any other Indebtedness, it will (subject to any approval required under such Gaming Laws) concurrently grant a pari-passu Lien likewise covering such securities in favor of the Administrative Agent for the benefit of the Bank Lenders; (e) any Lien on any asset of any corporation or other business entity existing at the time such corporation or other business entity is merged or consolidated with or into the Borrower or a Subsidiary and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances not created in favor contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (includingrefinancing, but not limited toextension, any present renewal or future properties, revenues, bank accounts and rights of every description) refunding of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over Debt secured by any Lien permitted by any of the Means foregoing clauses of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partythis Section, provided that such tag-along rights Debt is not increased (other than to cover any transaction costs of such refinancing, extension, renewal or refunding) and voting agreements shall is not apply in secured by any additional assets; (h) Liens securing Debt of a Restricted Subsidiary to the event Borrower or another Restricted Subsidiary; and (i) Liens not otherwise permitted by the foregoing clauses of any sale or realization of any this Section encumbering assets of the Collateral nor will otherwise bind Borrower and its Consolidated Subsidiaries having an aggregate fair market value which is not in excess of 10% of Consolidated Net Tangible Assets (determined, in each case, by reference to the Collateral Agent, most recent date for which the Bank, BLL Borrower has delivered its financial statements under Section 5.01(a) or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents)).

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: (a) In this Subclause, Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest. (b) Except as provided below, no member of the Group may create or allow to exist any Security Interest on any part of the Collateral, including, without limitation, on the EOI Pledged Shares its assets. (save for: c) Paragraph (b) does not apply to: (i) Encumbrances created in favor any Security Interest comprising a netting, set off or lien arrangement entered into by a member of the Collateral Agent Group in the ordinary course of its banking arrangements for the benefit purpose of the Bank netting debit and BLL under the Security Documents; and credit balances; (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created lien arising by operation of law and in favor the ordinary course of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and business; (iii) in respect any Security Interest on an asset, or an asset of any person, acquired by a member of the Discount EOI Pledged SharesGroup after the date of this Agreement to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, until the Discount Maturity Dateor since, the Encumbrances acquisition; (iv) any Security Interest arising under any contract for the purchase of goods entered into in the normal course of trading; (v) any Security Interest over goods and products or over the documents of title or insurance policies relating to such goods and products, arising in the ordinary course of trading in connection with letters of credit and similar transactions, provided such Security Interest secures only so much of the acquisition cost or selling price (and amounts incidental thereto) of these goods and products which is required to be paid within 6 months after the date upon which the same was first incurred; (vi) set-off rights on market standard terms contained in any hedging agreement; (vii) set-off rights in the ordinary course of trading; (viii) any Security Interest created in substitution for any of the above Security Interests but only: (A) if the Security Interest is over such Discount EOI Pledged Shares the same asset; (B) if the principal amount secured by that Security Interest does not exceed the principal amount secured by the Security Interest which is replaced; and (C) if the Security Interest which is replaced was only permitted to be outstanding for a certain period of time, to the extent the new Security Interest is not outstanding for any greater period; and (ix) any Security Interest securing indebtedness the amount of which (when aggregated with the amount of assets or receivables sold, transferred or disposed of under the Discount Pledge); paragraph (d) over below) does not exceed 10 per cent. of the consolidated gross assets of the Group as shown in the most recent audited consolidated financial statements of the Company delivered to the Facility Agent pursuant to Clause 18.1 (Financial statements) (being as at the date of this Agreement the Original Financial Statements). (d) No member of the Group may sell, transfer or otherwise dispose of any of its receivables on recourse terms, in circumstances where the Means transaction is entered into primarily as a method of Control raising Financial Indebtedness or of financing the acquisition of an asset unless the amount of assets or receivables sold, transferred or disposed of under this paragraph (including any shares or other securitiesassets the subject of any such arrangement on the date of this Agreement) (when aggregated with the amount of Silver Maple or Ficus and any other assets (including, but indebtedness secured under Subclause 20.5(c)(ix) above) does not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2exceed 10 per cent. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any consolidated gross assets of the (or Group as shown in the case most recent audited consolidated financial statements of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as Company delivered to the Bank Facility Agent pursuant to Clause 18.1 (Financial statements) (being as at 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by Agreement 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 EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsOriginal Financial Statements).

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Borrower will not, nor will it permit any Subsidiary to, create, assume or permit suffer to subsist exist any Encumbrance: Lien in, of or on the property of the Borrower or any of its Subsidiaries, except: (a) Liens existing on the date of this Agreement and set forth on Schedule 5.10 securing Indebtedness outstanding on the date of this Agreement; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding or any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (g) Liens securing judgments in an aggregate amount at any date not to exceed $150,000,000; provided, however, that an additional amount not to exceed $100,000,000 may be incurred in relation to liens securing judgments relating to the class action law suit brought for the Parish of Orleans, LA, that is referred to in Item 3 of Part I of the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (h) Liens arising in the ordinary course of its business (including, without limitation, on Liens for taxes, assessments or government charges; statutory and contractual landlords' liens under leases; Liens in favor of customs and revenue authorities arising as a matter of law to secure the EOI Pledged Shares (save for: payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith and that enforcement of such Liens has been stayed or not commenced) which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Indebtedness and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not in favor the aggregate materially detract from the value or materially impair the use of the Collateral Agent for the benefit assets of the Bank Borrower and BLL under the Security Documents; its Subsidiaries, taken as a whole; (ci) over any asset Liens on assets related to railcar operating leases (including, but not limited to, any present or future properties, revenues, bank car service contracts and cash collateral accounts and rights of every descriptionfunded with revenues under such leases) of any LTV Guarantor (save for: (i) Encumbrances created in favor securing obligations of the Collateral Agent for Borrower or a Subsidiary under such leases; and (j) Liens not otherwise permitted by the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Indebtedness in 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 aggregate principal or face amount at any date not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any exceed 50% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Worth.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) on any part Liens arising in the ordinary course of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: its business which (i) Encumbrances do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $1,000,000; (b) Liens created by (i) the Panini Guaranty and any debt securities issued in satisfaction thereof and (ii) the Panini Pledge Agreement; (c) Liens created by the Collateral Documents; (d) Liens existing on the Closing Date securing Debt outstanding on the Closing Date and reflected in Schedule 5.10 hereto; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (f) any Lien granted by any Subsidiary of the Borrower in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created Borrower or in favor of another Subsidiary, except any Lien granted by a Guarantor to a Subsidiary that is not a Guarantor; (g) Liens to secure the Collateral Agent for the benefit performance of the Bank and BLL under the Security Documents; (c) over any asset (includingstatutory obligations, but not limited tosurety or appeal bonds, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares performance bonds or other securities) obligations of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or like nature incurred in the case ordinary course of the Companybusiness; and (h) Liens for taxes, its) EOI Pledged Shares to be bound by, subject to, restricted assessments or limited by, governmental charges 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 claims that are not yet delinquent or similar such rights other than the tag-along rights that are being contested in good faith by appropriate proceedings promptly instituted 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 LTV Guarantor is a partydiligently concluded, provided that such tag-along rights and voting agreements shall not apply in adequate reserves with respect thereto are maintained on the event of any sale or realization of any books of the Collateral nor will otherwise bind Borrower or its Subsidiaries, as the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documentscase may be. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.765748.1 10/9/98 7:17p 43

Negative Pledge. 15.14.1. The Company Neither the Indirect Parent nor the --------------- Borrower nor any of their Subsidiaries will create, assume or suffer to exist any Lien on (i) so long as the Security Documents remain in force and Gazit-Globe shall not effect, the Collateral (except for Liens created expressly pursuant to the Security Documents), and shall procure that no Obligor shall(ii) create any asset now owned or permit to subsist any Encumbrance: hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $5,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset -------- concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Indirect Parent, without limitationthe Borrower or a Consolidated Subsidiary and not created in contemplation of such event ; (e) any Lien existing on any asset prior to the acquisition thereof by the Indirect Parent, on the EOI Pledged Shares Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (save for: f) Liens securing Debt owing by any Subsidiary to the Indirect Parent or the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by -------- any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens incidental to the conduct of its business or the Collateral Agent for the benefit ownership of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank do not secure Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, (i) any Lien on Margin Stock; (j) Liens involuntarily imposed and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or being contested in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (orgood faith, subject to clause 15.14.5 below, as otherwise may be amended, terminated or expired after such date in accordance with their respective termsthe Borrower having established reasonable reserves therefor if any Bank so requests; and (k) and in any other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in Liens against the event of any sale or realization of any assets of the Collateral nor will otherwise bind Borrower formerly owned by Galaxy solely to the Collateral Agent, the Bank, BLL or any third party purchaser of any part extent existing as of the Collateral upon the realization of any of the Encumbrances purported to be created date hereof under the Security DocumentsCatoosa Co. IRB. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Provided Liens permitted 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 EOI Pledged Shares are as follows: foregoing paragraphs (a) without derogating from clause 9.8 above, through (j) shall at no -------- time secure Debt in an undertaking to vote at a shareholders’ meeting in favor aggregate amount greater than 10% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Tangible Net Worth.

Negative Pledge. 15.14.1. The Company EnergySolutions, Parent and Gazit-Globe Holdco each shall not (not, and shall procure that no Obligor shall) create cause each of their respective Subsidiaries not to, enter into after the Agreement Date or permit to subsist exist after the Agreement Date any Encumbrance: new agreement (other than this Agreement any First Lien Loan Document (as defined in the First Lien Credit Agreements) or any other Loan Document) that limits or conditions the ability of EnergySolutions, Parent, Holdco or any of their respective Subsidiaries to create, incur, assume or suffer to exist Liens on property of such Person except that this Section 7.12 shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien referred to in clause (e) of the definition of “Permitted Liens” in Article 1 solely to the extent any such negative pledge relates to the property secured by or the subject of such Lien, (b) any restrictions on any part Subsidiary of EnergySolutions, Parent or Holdco under any agreement in effect at the Collateraltime such Subsidiary becomes a Subsidiary of EnergySolutions, includingParent or Holdco, without limitationso long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary or a Subsidiary of Holdco, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on the EOI Pledged Shares assignment of contracts (save for: (i) Encumbrances created other than assignments in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (iiSecured Parties) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over contained within such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, terminated or expired after such date in accordance with their respective termsf) and in any other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, customary restrictions with respect to EOI Common Shares, tag-along or co-sale rights on an asset imposed pursuant to an agreement for the sale disposition of such shares, provided asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.12) and (g) customary restrictions in joint venture agreements of joint ventures that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsare not Subsidiaries.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by any of them, except: (a) any Lien existing on the date of this Agreement and disclosed in the financial statements referred to in Section 6.04 or set forth in Schedule 7.04, and any part extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the Collateralproperty subject to such Lien is not extended; (b) Liens imposed by law for taxes, includingassessments or charges of any Governmental Authority for claims not yet due, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business which are not delinquent or remain payable without limitationpenalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (d) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (e) Liens on property of the EOI Pledged Shares (save for: Borrower or any Subsidiary securing (i) Encumbrances created the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in favor connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the Collateral Agent for ordinary course of business; (f) Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the benefit case of judgment and judicial attachment liens, the Bank and BLL under the Security Documents; enforcement of such Liens is effectively stayed, and (ii) Permitted Encumbrances); all such Liens in the aggregate at any time outstanding for the Borrower and its Subsidiaries do not exceed US$10,000,000; (bg) over any Subordinated Shareholder Loaneasements, save for Encumbrances created rights-of-way, restrictions and other similar encumbrances incurred in favor the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the Collateral Agent for property subject thereto or materially interfere with the benefit ordinary conduct of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor businesses of the Collateral Agent for the benefit of the Bank Borrower and BLL under the Security Documents; its Subsidiaries; (iih) Permitted Encumbrances; and (iii) Liens securing obligations in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other capital leases on assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partyleases, provided that such tagcapital leases are otherwise permitted hereunder; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-along off or similar rights and voting agreements remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or the applicable Subsidiary in excess of those set forth by regulationsb promulgated by the FRB and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution; (j) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not apply at any time exceed in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported aggregate US$150,000,000; and (k) in addition to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Liens permitted 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 EOI Pledged Shares are as follows: subsections (a) without derogating from clause 9.8 through (j) above, an undertaking to vote at other Liens securing Debt in a shareholders’ meeting in favor Dollar Equivalent amount not exceeding 12.5% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Shareholders' Equity.

Negative Pledge. 15.14.1. The Company and Gazit-Globe (A) Other than Permitted Security, a Ghana Obligor shall not (and shall procure that no Obligor shall) create or permit to subsist exist any Encumbrance: (a) on any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) Interest over any Subordinated Shareholder Loanof its assets. (B) Other than as permitted under limbs (A), save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (cB), (E), (F) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) other than in respect of receivables financing), (H) or (I) of the Discount EOI Pledged Sharesdefinition of Permitted Security, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) KEGI and KEGHL shall not create or permit to exist any Security Interest over any of their assets. (C) Notwithstanding paragraph (B) above, KEGHL shall not create or permit to exist any Security Interest over its shares in KEGI. (D) Notwithstanding paragraph (B) above, other than any Security Interest created by way of a floating charge pursuant to a “Finance Document” (as defined in the Means RBL Facility Agreement), KEO shall not create or permit to exist any Security Interest over its shares in KEGHL. (E) Notwithstanding paragraph (B) above, other than as permitted under limbs (A), (B), (E), (F) (other than in respect of Control receivables financing), (H) or (I) of the definition of Permitted Security and any Security Interest granted by the GOM Obligors in connection with the GoM Loan, the GOM Obligors shall not create or permit to exist any Security Interest over any of their assets, provided that the GOM Obligors may create or permit to exist any Security Interest over any of their assets in favour of the providers of Financial Indebtedness to any member of the Group for the purposes of an acquisition if pro forma calculations of the ratio of Consolidated Total Net Borrowings to EBITDAX of the Group for the 12 Month period ending with the latest quarterly consolidated financial statements filed by the Company with the U.S. Securities and Exchange Commission before the occurrence of such Financial Indebtedness (being the “Measurement Period” for the purposes of these pro forma calculations), incorporating the secured Financial Indebtedness envisaged to be incurred by the Group (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure interest that none of would have been payable had that Financial Indebtedness been incurred at the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director beginning of the relevant company; Measurement Period) and (b) without derogating from clauses 7.5 the earnings before interest, taxes, depreciation, amortisation and 7.6 aboveexploration of the assets, with respect business or companies envisaged to EOI Common Sharesbe acquired by the Group as though that Financial Indebtedness had been incurred, tag-along and the assets, business or co-sale rights on companies acquired, at the sale beginning of the Measurement Period show no increase in the ratio of Consolidated Total Net Borrowings to EBITDAX of the Group as a result of such sharessecured Financial Indebtedness, provided taking into account the assets, business or companies envisaged to be acquired by the Group. (F) Paragraph (E) above will cease to apply from the date on which the Company certifies in a Compliance Certificate delivered pursuant to clause 17.5(A) that any such rights terminate, with no liability on the part ratio of Consolidated Total Net Borrowings to EBITDAX of the Collateral Agent, the Bank, BLL, Group calculated pursuant to clause 19.3 (Calculation of ratios on Calculation Date) for any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsMeasurement Period is less than 1.50:1.00.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall So long as any of the Notes remain outstanding, the Issuer will not (and shall procure that no Obligor shall) create or permit have outstanding any mortgage, charge, lien, pledge or other security interest (each, a "Security Interest") upon, or with respect to, any of the present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer to secure any Relevant Indebtedness (as defined below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: (a) all amounts payable by it under the Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or (b) such Security Interest is terminated; or (c) such other Security Interest is provided as is approved by an Extraordinary Resolution of the Noteholders. Nothing in this Condition 4.1 shall prevent the Issuer from creating or permitting to subsist any Encumbrance: (a) on any part of the CollateralSecurity Interest upon, including, without limitation, on the EOI Pledged Shares (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited or with respect to, any present or future properties, revenues, bank accounts and rights of every description) of assets or revenues or any LTV Guarantor (save for: part thereof which is created pursuant to (i) Encumbrances a bond, note or similar instrument whereby the payment obligations are secured by a segregated pool of assets (whether held by the Issuer or any third party guarantor) (any such instrument, a "Covered Bond"), (ii) any securitisation of receivables, payment rights, asset- backed financing or similar financing structure (created in favor of the Collateral Agent for accordance with normal market practice) whereby all payment obligations secured by such Security Interest or having the benefit of the Bank and BLL under the such Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over Interest are to be discharged principally from such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares assets or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the revenues (or in the case of Direct Recourse Securities, by direct unsecured recourse to the Company, itsIssuer); provided that the aggregate then- existing balance sheet value of assets or revenues subject to any Security Interest created in respect of an issuance of (A) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, Covered Bonds (that are Relevant Indebtedness) and (B) any options, proxies other secured Relevant Indebtedness (other than the Irrevocable ProxiesDirect Recourse Securities), voting agreementswhen added to the nominal amount of any outstanding Direct Recourse Securities (that are Relevant Indebtedness), voting trustsdoes not, tag-along rightsat the time of the incurrence thereof, co-sale rights, drag-along rights or similar such rights other than exceed 15 per cent. of the tag-along rights and voting agreements consolidated total assets of the Issuer (as set forth shown in the Voting Agreements in their form as delivered to most recent audited consolidated financial statements of 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 Issuer prepared in accordance with their respective terms) and in any other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsBRSAAS).

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by any of them, except: (a) any Lien existing on the date of this Agreement and disclosed in the financial statements referred to in Section 5.4 or set forth in Schedule 6.4; (b) Liens imposed by Law for taxes, assessments or charges of any part Governmental Authority for claims which are not overdue for a period of more than 60 days, or to the extent that such Lien is being contested in good faith by appropriate actions and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by Law or created in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Collateral, including, without limitation, on property subject thereto; (d) Liens (other than any Lien imposed under ERISA) consisting of pledges or deposits in the EOI Pledged Shares (save for: ordinary course of business (i) Encumbrances created required in favor connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of the Collateral Agent (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers to secure obligations with respect to casualty or liability insurance maintained by the Company or any of its Subsidiaries; (e) Liens on property of the Bank Company or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and BLL other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature (including those to secure health, safety and environmental obligations) in each case incurred in the ordinary course of business; (f) Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (x) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed, and (y) the aggregate amount secured by all such Liens does not at any time exceed the greater of (i) US$25,000,000 and (ii) 0.5% of the Company’s consolidated total assets; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances on real property which in the aggregate do not materially detract from the value of such property or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (h) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such leases are otherwise permitted hereunder; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution and/or Liens arising in the ordinary course of business with respect to deposit accounts relating to intercompany cash pooling, interest set-off and/or sweeping arrangements; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (j) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all unaffiliated purchasers, assignees or other transferees of (or of interests in) receivables, financial assets and other rights to payment in all Securitization Transactions shall not at any time exceed in the aggregate US$250,000,000; (k) Liens on property of any Foreign Subsidiary securing Debt of such Foreign Subsidiary and/or any other Foreign Subsidiary that is permitted under Section 6.6; (l) any Lien existing on property (and the Security Documentsproceeds thereof) existing at the time of its acquisition (by merger or otherwise) or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than any Lien on the equity interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary; and (ii) Permitted Encumbrances); the Debt or other obligation secured thereby is not prohibited by Section 6.6; (bm) over Liens arising out of the conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Subordinated Shareholder Loanof its Material Subsidiaries in the ordinary course of business; (n) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; (o) Liens securing reimbursement obligations incurred in the ordinary course of business for trade letters of credit or banker’s acceptances, save which Liens encumber only goods, or documents of title covering goods, that are purchased in transactions for Encumbrances created which such letters of credit or banker’s acceptances are issued; (p) Liens incurred in the ordinary course of business in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Collateral Agent for the benefit importation of the Bank and BLL under the Security Documents; goods; (cq) over any asset leases, subleases, licenses or sublicenses (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of licenses and sublicenses, of intellectual property) granted to others in the Companyordinary course of business that do not materially interfere with the ordinary conduct of the business of the Company or any Subsidiary and do not secure any Debt; (r) Liens of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the ordinary course of collection; (s) options, itsput and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement; (t) EOI Pledged Shares rights of first refusal, put, call and similar rights arising in connection with repurchase agreements that are not prohibited by this Agreement; (u) any Lien arising under any Loan Document; (v) any extension, renewal or substitution of or for any Lien described in clause (a) or (l) above, in each case (A) to be bound bythe extent that the amount of the Debt or other obligation secured by the applicable Lien shall not exceed the amount of the Debt or other obligation existing immediately prior to such extension, renewal or substitution and (B) so long as the scope of the property subject to, restricted or limited by, or otherwise bound byto such Lien is not increased; and (w) in addition to Liens permitted by subsections (a) through (v) above, any optionsother Lien securing obligations in a Dollar Equivalent amount at the time of creation thereof that, proxies in the aggregate with the outstanding amount of all other Debt and other obligations then secured pursuant to this clause (other than the Irrevocable Proxiesw), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than does not exceed 12.5% of Consolidated Shareholders’ Equity as shown on the tag-along rights and voting agreements as set forth in then most recent consolidated financial statements of the Voting Agreements in their form as Company delivered to the Bank Administrative Agent 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes Section 6.1 of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement . Any lien permitted above under this Section 6.4 on any property may extend to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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 identifiable proceeds of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsproperty.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement as set forth on Schedule 4.20; (b) any Lien existing on any specific fixed asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any specific fixed asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset as a permitted Capital Expenditure under Section 5.07 hereof, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any specific fixed asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing paragraphs of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bg) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens incidental to the conduct of its business or the Collateral Agent for the benefit ownership of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank do not secure Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (iiih) in respect of any Lien on Margin Stock; (i) Debt owing to the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances Borrower or another Subsidiary; (j) Liens created over such Discount EOI Pledged Shares under the Discount Pledge)Pledge Agreement and the other Loan Documents; and (dk) over any Liens not otherwise permitted by the foregoing clauses of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (other than indebtedness represented by 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 belowNote) in respect of which an aggregate principal amount at any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall time outstanding not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsexceed $100,000.

Negative Pledge. 15.14.1. The Company and Gazit-Globe (a) No Obligor or Material Subsidiary shall not (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: Security Interest on any of its assets. (b) Paragraph (a) on any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: does not apply to: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under any Security Interest constituted by the Security Documents; and Documents securing Financial Indebtedness referred to therein (including refinancing thereof provided that the amount of such Financial Indebtedness is not increased); (ii) Permitted Encumbrancesany Security Interest listed in Schedule 7 Part 1 (Existing Security) securing Financial Indebtedness referred to therein (including refinancing thereof provided that the amount of such Financial Indebtedness is not increased); ; (biii) over any Subordinated Shareholder Loan, save Security Interest constituted for Encumbrances the purpose of a Derivative Deposit securing Financial Indebtedness under Derivative Instruments in an amount no greater than the lower of €40,000,000 and the aggregate amount of Derivative Deposits made on the Term Date; (iv) any Security Interest constituted by the giving of cash cover pursuant to this Agreement; (v) any lien arising by operation of law in the ordinary course of business and securing amounts not more than 30 days overdue; (vi) any Security Interest arising out of title retention provisions in a supplier’s standard conditions of supply in respect of goods acquired by the relevant Obligor or Material Subsidiary in the ordinary course of business; (vii) any Security Interest created in favor the ordinary course of business in connection with workers’ compensation, unemployment insurance, deferred compensation plans or retirement plans for key managers and other types of social security; (viii) any Security Interest arising out of orders of attachment, distraint or similar legal process arising in connection with court proceedings so long as the Collateral Agent for the benefit of the Bank and BLL under the claims secured are being contested in good faith; (ix) any Security Documents; (c) Interest over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: assets other than those referred to in paragraph (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Sharesabove, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant extent necessary in order to maintain, refinance or replace any existing Financial Indebtedness or, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of extent permitted by this Agreement, an “Approved Voting Agreement” is incur new Financial Indebtedness provided that the aggregate amount of all such Financial Indebtedness when aggregated with the amount of the finance raised under Clause 21.5(b)(ii) below does not exceed a voting agreement that has been approved maximum aggregate amount of €200,000,000 (or its equivalent in writing other currencies) of which a maximum aggregate amount of €150,000,000 (or its equivalent in other currencies) may be incurred 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 EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsObligors.

Negative Pledge. 15.14.1. The Company Borrower will not, and Gazit-Globe shall the Borrower will not (and shall procure that no Obligor shall) create permit any Restricted Subsidiary to, create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement granted by the Borrower or any Restricted Subsidiary and securing Indebtedness or other obligations outstanding on the date of this Agreement; (b) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or any Restricted Subsidiary and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary and not created in contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 365 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing clauses of this Section 5.08; provided that the principal amount of such Indebtedness or the amount of such other obligation, as applicable, is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) Encumbrances created easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments that do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business of the Borrower or such Restricted Subsidiary that (i) do not secure Indebtedness, (ii) do not secure obligations in an aggregate amount exceeding $25,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of the assets of the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (m) Liens required pursuant to the terms of this Agreement; (n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (o) Liens on and pledges of the Equity Securities of any joint venture owned by the Borrower or any Restricted Subsidiary (other than any such joint venture that is a Consolidated Subsidiary) to the extent securing Indebtedness of such joint venture that is non-recourse to the Borrower or any Restricted Subsidiary; (p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the Collateral Agent bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (q) Liens incurred in the ordinary course of business to secure liability for the benefit of the Bank and BLL under the Security Documents; and premiums to insurance carriers or to maintain self-insurance; (iir) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created Liens in favor of the Collateral Agent Borrower or any of its wholly-owned Restricted Subsidiaries; (s) rights of first refusal entered into in the ordinary course of business; (t) any letter of credit issued for the benefit account of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present Borrower or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of its Affiliates to secure Indebtedness under tax free financings; and (u) Liens not otherwise permitted by the Means foregoing clauses of Control (including this Section 5.08 securing obligations in an aggregate principal or face amount at any shares or other securities) date not to exceed 15% of Silver Maple or Ficus and any other assets (includingConsolidated Net Tangible Assets; provided, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For for the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 aboveSection 5.08(u), with respect to EOI Common Sharesany such secured Indebtedness of a non-wholly owned Subsidiary of the Borrower with no recourse to the Borrower or any wholly-owned Subsidiary thereof, tag-along or co-sale rights on the sale only that portion of such shares, provided that any such rights terminate, with no liability on Indebtedness reflecting the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person Borrower’s pro rata ownership interest therein shall be included in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentscalculating compliance herewith.

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except the following (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: each a "Permitted Lien"): (a) Liens existing or provided for pursuant to a contract existing as of the Effective Date and listed on Schedule II; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 120 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, includingextension, without limitation, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section; provided that such Debt is not increased and is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which do not secure Debt or Derivatives Obligations and do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens created pursuant to any of the Security Agreements; (i) Encumbrances created in favor of Liens on assets other than the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies securing Debt (other than the Irrevocable ProxiesLoans and the Letter of Credit Liabilities), voting agreementsin an aggregate amount not exceeding $75,000,000; (j) Liens imposed by any governmental authority for taxes, voting trustsassessments, tag-along rightsgovernmental charges, co-sale rights, drag-along rights duties or similar such rights other than levies not yet due or which are being contested in good faith and by appropriate proceedings; provided adequate reserves with respect thereto are maintained on the tag-along rights books of the Company 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 its Consolidated Subsidiaries in accordance with their respective termsgenerally accepted accounting principles; (k) and in any carriers', warehousemen's, mechanics', transporters, materialmen's, repairmen's or other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply like Liens arising in the event ordinary course of business; provided any sale or realization of any such Lien is either (A) discharged within five (5) days of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part date when payment of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing obligation secured 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 EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.such

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any assets now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $3,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing clauses of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt, and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens created by First-Citizens Bank and Trust Company of South Carolina in the ordinary course of business and consistently with practices existing on December 31, 1996, on any Subordinated Shareholder Loan, save for Encumbrances created loan or other obligation owing to First-Citizens Bank and Trust Company of South Carolina in favor of any Federal Reserve Bank or the Collateral Agent for the benefit United States Treasury as collateral security pursuant to Regulation A of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights Board of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor Governors of the Collateral Agent for Federal Reserve System and operating circular issued by such Federal Reserve Bank; and (j) Liens not otherwise permitted by the benefit foregoing clauses of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (other than indebtedness represented by 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 belowNote) in respect an aggregate principal amount at any time outstanding not to exceed $10,000,000; provided, however, neither the Borrower nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any shares of which any LTV Guarantor is a party, provided that such tagstock of First-along rights Citizens Bank and voting agreements shall not apply in the event Trust Company of any sale South Carolina now owned or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentshereafter acquired.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Such Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any of its assets, whether now owned or hereafter acquired, or on the income or profits therefrom, except (a) on any part Liens in respect of Debt permitted under Section 5.11(b) and (c), (b) Liens for taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP, provided that enforcement of such Liens is stayed pending such contest, (c) statutory Liens arising by operation of law such as mechanic’s, materialmen’s, carriers’ and warehousemen’s liens incurred in the Collateralordinary course of business which are not delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, includingand for which adequate reserves have been set aside in accordance with GAAP, without limitationprovided that enforcement of such Liens is stayed pending such contest, on the EOI Pledged Shares (save for: d) Liens arising out of judgments or decrees which are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP, provided that enforcement thereof is stayed pending such contest, (ie) Encumbrances created Liens in favor of such Borrower’s Custodian granted pursuant to the Collateral Agent for custody agreement with the benefit of the Bank and BLL Custodian to secure obligations arising under the Security Documents; such custody agreement and (iif) Permitted Encumbrances)for each TALF Borrower only, Liens granted in connection with the TALF Loans; (b) over any Subordinated Shareholder Loanprovided, save for Encumbrances created in favor however, that the TALF Loans shall be secured solely by the TALF Loan Pledged Assets of the Collateral Agent for the benefit of the Bank such TALF Borrower and BLL under the Security Documents; (c) over any asset (including, but shall not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and be secured by any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of lawsuch TALF Borrower. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none 1.5 Article V of the LTV Guarantors shall, be a party to, or permit any of Credit Agreement is hereby amended by adding the (or in following Section 5.22 at the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.end thereof:

Negative Pledge. 15.14.1. The Company will not, and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any Subsidiary to, create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $50,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or substantial completion of construction thereof, includingas the case may be; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Debt is not increased and is not secured by any additional assets; (g) Liens imposed by any governmental authority for taxes, assessments, governmental charges, duties or levies not yet due or which are being contested in good faith and by appropriate proceedings; provided adequate reserves with respect thereto are maintained on the EOI Pledged Shares books of the Company and its Consolidated Subsidiaries in accordance with GAAP; (save for: h) carriers', warehousemen's, mechanics', transporters, materialmen's, repairmen's or other like Liens arising in the ordinary course of business; provided any such Lien is either (x) discharged within five days of the date when payment of the obligation secured by such Lien is due or (y) is being contested in good faith by appropriate proceedings diligently conducted; (i) Encumbrances created Liens (other than Liens described in favor clauses (g) or (h)) arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the Collateral Agent for aggregate materially detract from the benefit value of its assets or materially impair the Bank use thereof in the operation of its business; (j) Liens on cash and BLL under cash equivalents securing Derivatives Obligations; provided that the Security Documentsaggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any date not to exceed the greater of (i) $150,000,000 and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor 15% of Consolidated Tangible Net Worth at the last day of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of lawmost recently ended fiscal quarter. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create No Loan Party nor any Subsidiary of a Loan Party will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement, in each case as described and in the principal amounts set forth on Schedule 5.11; (b) Liens for taxes, assessments or similar charges, incurred in the ordinary course of business that are not yet due and payable or that are being contested in good faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any part fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that are not yet due and payable; (e) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of twenty percent (20%) of the Collateralaggregate amount due thereunder, includingor to secure statutory obligations, without limitationor surety, on appeal, indemnity, performance or other similar bonds required in the EOI Pledged Shares ordinary course of business; (save for: f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) Encumbrances such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by Borrowers in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) Liens upon a property securing Long Term Limited Recourse Mortgage Loans the proceeds of which were used to acquire or refinance the Debt which funded the acquisition of such Property; and (j) Liens securing the Administrative Agent and the Banks created or arising under the Loan Documents. Notwithstanding anything contained in this Section 5.11 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except Permitted Liens and the Liens in favor of the Collateral Agent for the benefit of the Bank and BLL Secured Parties under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Such Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing as of the Effective Date securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Effective Date or issued hereafter; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Indebtedness, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over an amount exceeding $100,000,000 at any asset (including, but time at which Investment Grade Status does not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; exist as to such Borrower and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partynot for speculative purposes, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting Liens run in favor of the election of a Bank hereunder or a Person as who was, at the time of issuance, a director Bank; and (o) Liens not otherwise permitted by the foregoing clauses 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 this Section on the sale assets of such shares, provided that Borrower securing obligations in an aggregate principal or face amount at any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported date not to be created under any of the Security Documentsexceed $150,000,000.

Negative Pledge. 15.14.1. The Company Neither the Borrower nor any of its Subsidiaries (other than Qualified Joint Ventures) will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except Liens created under the Security Documents and Gazit-Globe shall not (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: the following: (a) Liens existing on the date of this Agreement, or that the Borrower or any of its Subsidiaries has an existing commitment to create after the date of this Agreement, in each case identified on Schedule 5.10 securing obligations identified on such Schedule; (b) any Lien existing on any asset of any Person that becomes a Subsidiary after the Effective Date at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: cost of acquiring such asset; provided that (i) Encumbrances created in favor of such Lien attaches to such asset concurrently with or within 90 days after the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; acquisition thereof and (ii) Permitted Encumbrances); such Debt is permitted hereunder; (bd) over any Subordinated Shareholder Loan, save for Encumbrances Lien on any asset of any Person (other than the Borrower or a Subsidiary) existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in favor contemplation of such event; provided that such Lien shall not attach to any other assets; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; provided that such Lien shall not attach to any other assets; (f) any Lien arising out of the Collateral Agent for the benefit refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Bank foregoing clauses of this Section; provided that such Debt is permitted hereunder, is not increased and BLL is not secured by any additional assets; (g) Liens for taxes not delinquent or being contested in good faith and by appropriate proceedings; (h) deposits or pledges to secure obligations under the Security Documents; (c) over any asset (includingworkers' compensation, but not limited tosocial security or similar laws, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: under unemployment insurance; (i) Encumbrances created mechanics', workers', materialmen's, warehousemen's, lessor's or other like Liens arising in favor the ordinary course of business with respect to obligations which are not due or which are being contested in good faith; (j) Liens arising in the Collateral Agent for the benefit ordinary course of the Bank and BLL under the Security Documents; its business which (i) do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances; do not secure any monetary obligation in an amount exceeding $3,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, operation of its business; and (k) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any aggregate amount of the Means of Control (including any shares or other securities) of Silver Maple or Ficus cash and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America cash equivalents subject to statutory deemed trusts and liens created by operation of lawsuch Liens may at no time exceed $5,000,000. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any of its --------------- Subsidiaries will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except for the following. (a) Liens existing on the date of this Agreement and described on Schedule -------- 6.8 securing Debt outstanding on the date of this Agreement in an aggregate --- principal amount not exceeding $15,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary, not created in contemplation of such event, that secures Debt permitted by Section 6.7(f); (c) any Lien on any asset securing Debt (including, without limitation, a Capitalized Lease) incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, provided that such Lien (i) attaches to such asset (and no other asset) concurrently with or within 18 months after the acquisition or completion of construction thereof, and (ii) secures solely such Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event, that secures Debt permitted by Section 6.7(f); (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary of the Borrower (other than a Subsidiary that is a member of the GPS Group) to the Borrower or to any other Subsidiary of the Borrower (other than a Subsidiary that is a member of the GPS Group); (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (a) through (f) of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets, including, without limitation, on the EOI Pledged Shares (save for: Liens of materialmen and landlords, which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created do not in favor the aggregate materially detract from the value of its assets or materially impair the Collateral Agent for use thereof in the benefit operation of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its business; (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) any Lien in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); any taxes which are either (dx) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, as at any date of determination, due and Gazit-Globe shall procure that none payable or (y) being contested in good faith as permitted by Section 5.6; (j) Liens in respect of the LTV Guarantors shall, be a party to, judgments or permit any of the (awards for which appeals or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights proceedings for review are being prosecuted 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 a stay of execution upon any LTV Guarantor is a partysuch appeal or proceeding for review shall have been secured, provided that such tag-along rights Person shall have established reserves which are adequate under GAAP for such judgments or awards; (k) Liens existing on the date of this Agreement created by NDPS on certain of its assets, and voting agreements shall not apply in securing certain indemnity obligations of NDPS to the event of any sale or realization of any sellers of the Collateral nor will merchant credit card processing contracts; (l) Liens on the Canadian Receivables securing the Debt permitted pursuant to Section 6.7(g); and (m) Liens not otherwise bind permitted by the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing paragraphs of this AgreementSection securing Debt, otherwise permitted pursuant to Section 6.7, in an “Approved Voting Agreement” is a voting agreement aggregate principal amount at any time outstanding not to exceed $10,000,000; provided that has been approved in writing Liens permitted 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 EOI Pledged Shares are as follows: foregoing paragraphs (a) without derogating from clause 9.8 above, through (k) and paragraph (m) shall at no time secure Debt or other liabilities or obligations in an undertaking to vote at a shareholders’ meeting in favor 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsaggregate amount greater than $55,000,000.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither AES nor any Subsidiary of AES will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary of AES and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into AES or a Subsidiary of AES and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by AES or a Subsidiary of AES and not created in contemplation of such acquisition; 57 (f) any Lien arising out of the refinancing, without limitationextension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses or clause (l) of this Section; PROVIDED that such Debt is not increased and is not secured by any additional assets (other than, in the case of Debt permitted under Section 5.07(a)(v), Liens on assets of any Subsidiary permitted under such Section 5.07(a)(v) to be obligated on such Debt); (g) Liens arising in the EOI Pledged Shares (save for: ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; amount exceeding $25,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Sharesuse thereof in the operation of its business; (h) Liens in connection with worker's compensation, until the Discount Maturity Datesocial security obligations, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over taxes, assessments, statutory obligations or other similar charges, good faith deposits in connection with tenders, contracts or leases to which AES or any of the Means of Control (including any shares its Subsidiaries is a party or other securitiesdeposits required to be made in the ordinary course of business and not in connection with borrowing money or obtaining advances or credit, PROVIDED in each case that the obligation or liability arises in the ordinary course of business and if overdue is being contested in good faith by appropriate proceedings; (i) of Silver Maple or Ficus and any other assets (includinginchoate materialmen's, but not limited tomechanics', any present or future propertiesworkmen's, revenuesrepairmen's, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall notemployees', and Gazit-Globe shall procure that none of the LTV Guarantors shallcarriers', be a party towarehousemen's, or permit any of the (or other like Liens arising in the case ordinary course of the Company, itsbusiness of AES or its Subsidiaries; (j) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Sharesreal property, tag-along easements, rights of way, reservations and other minor defects or co-sale rights irregularities in title which do not materially impair the use thereof for the purposes for which it is held by AES or its Subsidiaries; (k) Liens on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.cash collateral securing Investment and Guarantee Commitments; and

Negative Pledge. 15.14.1. The Company Borrower will not, and Gazit-Globe shall will not permit any of its Subsidiaries (and shall procure that no Obligor shallother than Monetization Subsidiaries) create to, create, incur, assume or permit suffer to subsist exist any Encumbrance: Lien on any of its assets or property now owned or hereafter acquired, except: (a) on any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: (i) Encumbrances Liens created in favor of the Collateral Agent for the benefit of (i) the Bank and BLL under Lenders pursuant to the Security Collateral Documents; and , (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loanthe lender providing the Pari Passu Credit Facility, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect The Bank of the Discount EOI Pledged SharesTokyo-Mitsubishi, until the Discount Maturity DateLtd., the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any New York Branch, and Citizens Bank of the Means of Control (including any shares or other securities) of Silver Maple or Ficus Pennsylvania and any other assets counterparties to Hedging Transactions (includingeach, but not limited to, any present a “Hedging Obligation Counterparty”) that are entered into to replace or future properties, revenues, bank accounts and rights of every descriptionrefinance either the Tokyo Swap Transaction or the Citizens Swap Transaction so long (x) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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 each of the Collateral Agent, the Banklender providing the Pari Passu Credit Facility, BLLand any Hedging Obligation Counterparty is a party to the Intercreditor Agreement; (y) the notional amount under the Tokyo Swap Transaction shall not exceed $62,500,000 and (z) the notional amount under the Citizens Swap Transaction shall not exceed $70,000,000 and (iv) any Hedging Obligation Counterparty in respect of Hedging Transactions that are entered into in connection with any financings permitted by clauses (a), (l) or (m) of Section 7.1 (“Permitted Hedging Transactions”) so long as such Hedging Obligation Counterparty is a party to the Intercreditor Agreement; provided that any Obligor Hedging Obligation Counterparty in whose favor a Lien is created and that is not a Lender must be satisfactory to the Administrative Agent in its reasonable discretion; (b) Liens securing the Indebtedness permitted under Section 7.1(c) to the extent any such Lien extends only to the property financed with the Indebtedness secured by such Lien and property reasonably related thereto; (c) Liens on assets of Foreign Subsidiaries securing the Indebtedness permitted to be incurred by Foreign Subsidiaries under Section 7.1(f); (d) Liens on Monetization Assets incurred in connection with Monetization Transactions permitted under Section 7.1(g); (e) Permitted Encumbrances; (f) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided that such Lien does not extend to any other Person in connection therewithproperty or asset of the Borrower or any Subsidiary; (g) purchase money Liens on any fixed or capital assets and assets reasonably related thereto to secure the purchase price or the cost of the acquisition, upon construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the realization purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(i), (ii) such Lien attaches to such assets and assets reasonably related thereto concurrently or within one hundred eighty (180) days after the acquisition, improvement or completion of the construction thereof; and (iii) such Lien does not extend to any other assets, other than assets reasonably related thereto; (h) any Lien (i) existing on any asset of any Encumbrances purported Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to be the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided that any such Lien was not created under in contemplation of any of the Security Documentsforegoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (i) any Liens created in connection with sale/leaseback transactions permitted under Section 7.9; (j) Liens securing extensions, renewals, refinancings, or replacements of any Indebtedness or other obligation referred to in paragraphs (a) through (i) of this Section; provided that (i) the principal amount of the Indebtedness or other obligation secured thereby is not greater than the amount secured by such Liens when such Indebtedness or other obligation was incurred by the Borrower or any such Subsidiary and (ii) any such extension, renewal, refinancing or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall So long as any Note of this Series remains outstanding (as defined in the Agency Agreement), the Issuer will not (and shall procure that no Obligor shall) create or permit to subsist have outstanding any Encumbrance: mortgage, charge, lien, pledge or other security interest (aeach a “Security Interest”) on any part of the Collateralupon, including, without limitation, on the EOI Pledged Shares (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited or with respect to, any of its present or future propertiesbusiness, revenuesundertaking, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control assets or revenues (including any shares or other securitiesuncalled capital) of Silver Maple or Ficus and to secure any other assets (includingRelevant Indebtedness unless the Issuer, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Companycreation of a Security Interest, its) EOI Pledged Shares to be bound bybefore or at the same time and, 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 case, promptly, takes any and all action necessary to ensure that: (a) all amounts payable by it under the Notes of this Series are secured by the Security Interest equally and rateably with the Relevant Indebtedness, or (b) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as defined below) is approved by an Extraordinary Resolution of the Noteholders of this Series. Nothing in this Condition 4.1 shall prevent the Issuer from creating or permitting to subsist any Security Interest upon, or with respect of which any LTV Guarantor is a partyto, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of its present or future business, undertakings, assets or revenues (including any uncalled capital) or any part thereof that is created pursuant to: (i) any Relevant Indebtedness whereby the Collateral nor will otherwise bind payment obligations in connection therewith are secured by a segregated pool of assets (whether held by the Collateral Agent, the Bank, BLL Issuer or any third party purchaser guarantor) (any such Relevant Indebtedness, a “Covered Bond”) or (ii) any securitisation of receivables or other payment rights, asset-backed financing or similar financing structure (created in accordance with then- prevailing market practice) and whereby all payment obligations secured by such Security Interest or having the benefit of such Security Interest are to be discharged principally from such assets or revenues (or, in the case of Direct Recourse Securities, by direct unsecured recourse to the Issuer); provided that the aggregate then-existing balance sheet value of receivables or other assets subject to any part Security Interest created in respect of: (A) Covered Bonds and (B) any other secured Relevant Indebtedness (other than Direct Recourse Securities) of the Collateral upon Issuer, when added to the realization outstanding principal amount of any all Direct Recourse Securities that are Relevant Indebtedness, does not, on the date of the Encumbrances purported incurrence thereof, exceed 15% of the total assets of the Issuer (to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing extent consolidated financial statements are published by the Bank in advanceIssuer, which approval, without derogating from the requirement to receive such approval in advance, shall be given on a consolidated basis) (as shown in the event the only obligations in connection therewith which affects any then most recent audited financial statements of the EOI Pledged Shares are as follows: Issuer (aif applicable, on a consolidated basis) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting prepared in favor 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, accordance with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsBRSA Principles).

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create nor any Consolidated Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding US$10,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Equity Interests or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Company or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Subsidiary Guarantor; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares (save for: foregoing clauses of this Section, provided that (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; such Debt is not secured by any additional assets, and (ii) Permitted Encumbrances); the amount of such Debt secured by any such Lien is not increased; (bh) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens incidental to the conduct of its business or the Collateral Agent for the benefit ownership of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: its assets which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank do not secure Debt and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; 15.14.2. The Company shall not, and Gazit-Globe shall procure that none (i) any Lien on Excess Margin Stock; (j) any Lien incurred with respect to Securitization Debt permitted under Section 5.21; (k) Liens pursuant to any Loan Document; and (l) Liens not otherwise permitted by the foregoing clauses of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies this Section securing Debt (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 belowLoans) in respect an aggregate principal amount at any time outstanding which, together with the amount of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing Debt secured by Liens permitted 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 EOI Pledged Shares are as follows: foregoing paragraphs (a) without derogating from clause 9.8 abovethrough (i), an undertaking to vote at a shareholders’ meeting in favor does not exceed 10% 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Total Assets.

Negative Pledge. 15.14.1. The Company For so long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will create any mortgage, charge, hypothec, pledge, Lien or other security (“security”) on any of their respective assets to secure any indebtedness for borrowed money, without also at the same time or prior thereto securing equally and Gazit-Globe shall ratably with that other indebtedness for borrowed money all of the Notes then outstanding or the Noteholder Collateral Platform Guarantees, as the case may be, provided that this covenant will not (and shall procure that no Obligor shall) create apply or permit operate to subsist any Encumbrance: prevent: (a) any security given in the ordinary course of business to secure any indebtedness payable on any part demand or maturing within 12 months of the Collateraldate that such indebtedness is originally incurred, including, without limitation, on the EOI Pledged Shares (save for: provided that: (i) Encumbrances created such security is given at the time such indebtedness is incurred; (ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding indebtedness of the Issuer or any Guarantor; and (iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary of the Issuer; (b) any Purchase Money Mortgage; (c) any security given to secure indebtedness incurred for the construction of townsites, employees’ housing, warehouses or office premises; (d) any security on any asset of the Issuer or any Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, or has not been in commercial production during the 12-month period ending at the time of the imposition of such security, to secure any indebtedness incurred for the development or improvement thereof or the development or improvement of any other assets of the Issuer or any Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of the imposition of such security; (e) any security in favor of the Collateral Agent Government of Canada or of the United States of America or the government of any province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, department or agency of any of them or in favor of the Issuer or any Guarantor; (f) any security existing on the Issue Date; (g) any renewal, refunding or extension of any security referred to in the foregoing clauses (a) to (f) in which the principal outstanding after such renewal, refunding or extension is not increased and the security is limited to the assets originally subject thereto and any improvements thereon; (h) any security or stock of Non-Guarantor Subsidiaries; (i) Liens on Escrowed Proceeds for the benefit of the Bank and BLL under related holders of Additional Notes (or the Security Documents; and (iiunderwriters or arrangers thereof) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor or on cash set aside at the time of the Collateral Agent incurrence of any Additional Notes or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Additional Notes and are held in an escrow account or similar arrangement to be applied for such purpose; or (j) any other security, if, after giving effect to the benefit creation of such security, the aggregate principal amount of indebtedness secured by such security would not be greater than 5% of Shareholders’ Equity calculated on a pro forma basis for any acquisition since the date of the Bank and BLL under the Security Documents; (c) over any asset (includingmost recent quarterly or annual balance sheet, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in as the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsbe.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Restricted Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now or hereafter owned by it, except: (a) any Lien created or to be created by the First Mortgage Indenture of the Borrower; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets except as permitted in clause (save for: a) above; (g) any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as (i) Encumbrances created the amount of the claims secured by such Lien does not exceed $25,000,000 and (ii) the execution or other enforcement of such Lien is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (h) any Lien on any asset in favor of the Collateral Agent United States of America, any state, or any department, agency, instrumentality, or political subdivision of any such jurisdiction, securing Industrial Revenue bonds the interest on which is exempt from federal income tax under Section 103 of the Internal Revenue Code if such bonds shall be issued for the benefit purpose of financing the Bank and BLL under construction or improvement of such asset; (i) Liens arising in the Security Documents; and ordinary course of its business which (i) do not secure Debt, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding $25,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (j) easements, rights of way, restrictions, exceptions or reservations in or affecting any property of the Discount EOI Pledged SharesBorrower or any Restricted Subsidiary for the purpose of roads, until pipe lines, transmission, distribution or communication lines or for the Discount Maturity Datejoint or common use of real property and equipment and other like purposes, of real property and other like purposes, and minor defects and irregularities of title in any property which do not materially impair the Encumbrances created over use of such Discount EOI Pledged Shares under property in the Discount Pledge); (d) over any operation of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none business of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL Borrower or any third party purchaser of any part of Restricted Subsidiary; and (k) Liens not otherwise permitted by the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in 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 aggregate principal amount at any time outstanding not to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsexceed $10,000,000.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $___________; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, including, without limitation, PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any Person existing at the EOI Pledged Shares time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (save for: e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt or Derivatives Obligations and (ii) Permitted Encumbrances); do not secure any single obligation (bor class of obligations having a common cause) over in an amount exceeding $[----------]; (g) Liens on cash and Temporary Cash Equivalents securing Derivatives Obligations, PROVIDED that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $[ _______ ]; (h) any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL Lien arising under the Security DocumentsAcquisition Documents with respect to Property in the Escrow Account; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: and (i) Encumbrances created Liens which (i) arise in favor the ordinary course of the Collateral Agent business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the benefit sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreement, production payment agreements, royalty trust agreements, development agreements, production sales contracts, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are customary in the Bank oil and BLL under the Security Documents; gas business, and (ii) Permitted Encumbrances; are for claims which are either not delinquent or are being contested in good faith by appropriate proceedings and as to which the Borrower or its applicable Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;] [Subject to discussion with MGT] (iiij) Liens reserved in oil and gas mineral leases, or created by statute, to secure royalty, net profits interests, bonus payments, rental payments or other payments out of or with respect to the production, transportation or processing of Hydrocarbons, and compliance with the terms of such leases;] [Subject to discussion with MGT.] (k) Production Payments and Reserve Sales, and Liens on properties subject thereto to secure performance obligations in connection therewith; (l) any Lien arising out of the Discount EOI Pledged Sharesrefinancing, until the Discount Maturity Dateextension, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over renewal or refunding of any Debt secured by any Lien permitted by any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this AgreementSection, 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 EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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 PROVIDED that any such rights terminate, with no liability Debt is not increased beyond the amount thereof outstanding on the part Closing Date (PLUS the reasonable costs of renewals and extensions) and is not secured by any additional assets; and (m) Liens not otherwise permitted by the Collateral Agent, the Bank, BLL, foregoing clauses of this Section securing Debt in an aggregate principal or face amount not at any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentstime exceeding [$---------].

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither the Borrower nor any Subsidiary of the Borrower will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens created under the Financing Documents; (b) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateral, including, without limitation, cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any Person existing at the EOI Pledged Shares (save for: (i) Encumbrances time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in favor contemplation of such event; provided that such Lien shall not attach to any asset held by the Borrower or any Subsidiary of the Collateral Agent for Borrower immediately prior to such merger or consolidation; (f) any Lien existing on any asset prior to the benefit acquisition thereof by the Borrower or a Subsidiary of the Bank Borrower and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances not created in favor contemplation of such acquisition; (g) any Lien arising out of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (includingrefinancing, but not limited toextension, any present renewal or future properties, revenues, bank accounts and rights of every description) refunding of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over Debt secured by any Lien permitted by any of the Means of Control foregoing clauses or clause (including any shares or other securitieso) of Silver Maple or Ficus this Section; provided that such Debt is not increased and is not secured by any other additional assets (includingother than, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the CompanyDebt permitted under Section 5.07(b)(vii), itsLiens on assets of any Subsidiary permitted under such Section 5.07(b)(vii) EOI Pledged Shares and Section 5.16(b) to be bound byobligated on such Debt); (h) Liens arising in the ordinary course of its business which do not secure obligations in an aggregate amount in excess of $25,000,000 and do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens in connection with worker’s compensation, subject tosocial security obligations, restricted taxes, assessments, statutory obligations or limited byother similar charges, good faith deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a party or other deposits required to be made in the ordinary course of business and not in connection with borrowing money or obtaining advances or credit; provided in each case that the obligation or liability arises in the ordinary course of business and if overdue is being contested in good faith by appropriate proceedings; (j) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’, carriers’, warehousemen’s, or otherwise bound byother like Liens arising in the ordinary course of business of the Borrower or its Subsidiaries; (k) with respect to real property, easements, rights of way, reservations and other minor defects or irregularities in title which do not materially impair the use thereof for the purposes for which it is held by the Borrower or its Subsidiaries; (l) Liens securing any optionsfuture interest or dividends payable in respect of any Debt permitted to be issued under Section 5.07 for one six month period with respect to such Debt on cash or Temporary Cash Investments which constituted a portion of the cash proceeds to the Borrower or a Subsidiary of the Borrower from the issuance of such Debt; (m) Liens on cash and Temporary Cash Investments securing Derivatives Obligations of the Subsidiaries permitted by Section 5.19(c); (n) Liens on cash and Temporary Cash Investments that secure contingent obligations to reimburse any bank or other Person for amounts paid under Guarantees, proxies surety or performance bond or similar instrument that supports obligations to make Investments in Subsidiaries permitted to be made under Section 5.16; (o) Liens constituting or securing Debt of Subsidiaries (other than the Irrevocable ProxiesSubsidiary Guarantors) permitted by Section 5.07(b)(ii), voting agreements(vi), voting trusts(vii) or (viii) or utility obligations or other customer, tagsupplier or contractor obligations associated with AES Businesses that are limited to the assets and revenues of the related AES Businesses and the Capital Stock or other assets (including contract rights) of Subsidiaries of the Borrower having a direct or indirect interest in such AES Businesses; (p) Liens on the Creditor Group Collateral securing the Debt of the Borrower or obligations of the Borrower under Hedge Agreements; provided that the aggregate principal amount (or accreted value, if applicable) of First-along rightsPriority Secured Debt and Second-Priority Secured Debt does not exceed $3.375 billion; provided further that, co-sale rightssubject to the first proviso above, drag-along rights or similar such rights Liens on the Creditor Group Collateral securing First Priority Secured Debt of the Borrower shall only secure First Priority Secured Debt incurred after July 29, 2003 (other than Debt incurred pursuant to the tag-along rights Financing Documents and voting agreements obligations under Hedge Agreements up to an aggregate principal amount not to exceed $50,000,000 (provided that at such time as the Sul Guarantee shall have been paid in full or terminated, such amount shall be increased to $100,000,000)) up to an aggregate principal amount equal to $90,000,000 plus the sum of all amounts applied since July 29, 2003 to (x) permanently prepay Loans pursuant to Section 2.10 hereunder or permanently reduce Unused Revolving Credit Loan Commitments hereunder (without duplication) or (y) repay or prepay the Senior Secured Exchange Notes; provided, further that, in addition to the First Priority Secured Debt permitted to be secured by the immediately preceding proviso, but subject to the first proviso above, Liens on the Creditor Group Collateral securing First Priority Secured Debt of the Borrower may secure additional First Priority Secured Debt incurred after the Effective Date up to an aggregate principal amount not to exceed $175,000,000 so long as (x) such First Priority Secured Debt consists solely of senior bank revolving credit or term loan facilities and (y) if any term of such First Priority Secured Debt relating to covenants or events of default is materially more favorable to the lenders in respect of such First Priority Secured Debt than the corresponding term hereof, the terms hereof shall be amended to reflect such more favorable term; provided further that upon the sale or other disposition of the Capital Stock of IPALCO or any Subsidiary Guarantor or of all or substantially all of the assets of IPALCO or any Subsidiary Guarantor, the baskets set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (orimmediately preceding two provisos shall be ratably reduced, 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) solely in respect of Debt incurred on or after the date of such sale or disposition, by an amount equal to 60% the aggregate Collateral Value of the Capital Stock or assets which any LTV Guarantor is a partyare the subject of such sale or disposition; (q) Liens securing Debt permitted by Section 5.07(a)(viii) or Section 5.07(b)(iv), provided that such tag-along rights and voting agreements shall not apply in Debt is secured solely by the event asset that is the subject of the proposed Asset Sale related to such Debt; (r) Liens on the assets of, or Investments in, any Excluded AES Entity securing Debt or other obligations of any sale Excluded AES Entity permitted to be incurred hereunder; (s) Liens on cash set aside at the time of the issuance of Debt permitted to be incurred pursuant to Section 5.07 or realization Temporary Cash Investments purchased with such cash, in either case to the extent that such cash or Temporary Cash Investments pre-fund the repayment or redemption of such Debt and are held in a third party escrow account with an escrow agent on terms and conditions reasonably satisfactory to the Agent to be applied for such purpose; (t) Liens on cash and Temporary Cash Investments that secure letters of credit up to an aggregate principal amount not to exceed $300,000,000; provided that at the time such Lien is created, no Default or Event of Default has occurred or is continuing; and (u) Liens existing on any asset of any Subsidiary of the Collateral nor will otherwise bind Borrower at the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported time such Subsidiary ceased to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting AgreementExcluded AES Entity” is a voting agreement hereunder that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement were permitted pursuant to receive Section 5.10(r) when such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, Subsidiary was an undertaking to vote at a shareholders’ meeting in favor 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents“Excluded AES Entity”.

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create nor any of its Subsidiaries will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except the following: (a) Liens existing on the date of this Agreement identified on Schedule 5.10 securing the obligations identified on such Schedule; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on real property, includingimprovements thereto or equipment securing Debt otherwise not prohibited under this Agreement (including any Lien on any such asset sold and thereafter rented or leased pursuant to a Sale and Lease-Back Transaction which results in a capitalized lease in accordance with generally accepted accounting principles); (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section; provided that such Debt is not increased (save for: except for the capitalization of interest) and is not secured by any additional assets; (h) Liens for taxes not delinquent or being contested in good faith and by appropriate proceedings; (i) Encumbrances created deposits or pledges to secure obligations under workers' compensation, social security or similar laws, or under unemployment insurance; (j) mechanics', workers', materialmen's, warehousemen's, lessor's or other like Liens arising in favor the ordinary course of business with respect to obligations which are not due or which are being contested in good faith; (k) Liens arising in the Collateral Agent for the benefit ordinary course of the Bank and BLL under the Security Documents; its business which (i) do not secure Debt or any monetary obligation and (ii) Permitted Encumbrances)do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (bl) over any Subordinated Shareholder Loan, save for Encumbrances created in favor Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other monetary obligations of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over Company or any asset (including, but Subsidiary in an aggregate principal amount at any time outstanding not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case exceed 10% of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents's Consolidated Tangible Net Worth.

Negative Pledge. 15.14.1. The Company and Gazit-Globe (a) No member of the Group shall not (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: Security Interest on any of its assets. (b) Paragraph (a) on any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: does not apply to: (i) Encumbrances any Security Interest constituted by the Security Documents, any Security Interest granted in accordance with Clause 13.6 (Security for Senior Refinancings and Further High Yield Issues) of the Intercreditor Agreement and, until and including the first Utilisation Date, the Security Interests securing the Existing Facility; or (ii) Security Interests arising by operation of law in the ordinary course of business securing amounts not more than 45 days overdue; or (iii) any Security Interest arising out of retention of title provisions in any supplier's conditions of sale of goods or services acquired by the relevant person in the ordinary course of business; or (iv) any Security Interest existing over an asset at the time of its acquisition by a member of the Group, and not created in favor contemplation of the Collateral Agent acquisition of that asset, provided that the principal amount secured by it is not subsequently increased and provided that it is discharged as soon as reasonably practical and in any event within four months of the date its acquisition; or (v) each Senior Subordinated Funding Loan Assignment; or (vi) each Subordinated Midco Share Pledge; or (vii) any Security Interest securing Financial Indebtedness of a member of the Group owed to a national government or agency thereof incurred in connection with deferred payment arrangements in respect of the acquisition of a telecommunications licence, where such Financial Indebtedness is permitted by Clause 19.11(f) (Financial Indebtedness) and provided that such Security Interest is: (A) for the benefit of a national government or agency or nominee thereof; and (B) does not extend to any property other than telecommunications licences and any other property required by the Bank regulations and BLL under the policies of such national government or agency to be made subject to a Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) Interest to secure deferred payment obligations in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge)licences; or (dviii) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partySecurity Interest, provided that the aggregate amount secured by all such tag-along rights and voting agreements shall not apply in Security Interests does not, when aggregated with the event of any sale total consideration for all transactions permitted under Clause 19.5 (Transactions similar to security), exceed CZK150,000,000 or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsits equivalent.

Negative Pledge. 15.14.1. The Company and Gazit-Globe 6.1 During the subsistence of the Security, otherwise than with the prior written consent of the Bank, the Counterparty shall not not: (and shall procure that no Obligor shalla) create or attempt to create or permit to arise or subsist any Encumbrance: Encumbrance on or over the Charged Assets or any part thereof, other than an Encumbrance in favour of the Bank; (ab) on sell, transfer, lend or otherwise dispose of or deal in the Fixed Charge Assets or any part thereof or, in each case, attempt or agree to do so whether by means of one or a number of transactions related or not and whether at one time or over a period of time; and (c) otherwise than in the ordinary course of business (and provided that (i) no Event of Default or event that, with the giving of notice or the lapse of time or both would constitute an Event of Default has occurred (ii) the Floating Charge over the relevant Floating Charge Assets has not crystallised without being reconverted into, and continuing in effect as, a floating charge), sell, transfer, lend or otherwise dispose of or deal in the Floating Charge Assets or any part thereof, or redeem, agree to redeem or accept repayment in whole or in part of any Collateral Pool Credit Claim, or enforce or release any Related Security or, in each case, attempt or agree to do so whether by means of one or a number of transactions related or not and whether at one time or over a period of time provided that: (i) nothing in this clause 6.1 shall constitute a waiver of any other obligation of the Counterparty, or of any right, power, remedy or privilege of the Bank, whether or not arising pursuant to this Deed; and (ii) notwithstanding the aforesaid, the Counterparty shall not, otherwise than with the prior written consent of the Bank, release any Credit Claim Guarantee while the related Collateral Pool Credit Claim forms part of the Floating Charge Assets. 6.2 None of the prohibitions in clause 6.1 shall be construed as limiting any powers exercisable by any Receiver appointed by the Bank under or pursuant to this Deed. 6.3 If the Bank shall at any time receive or be deemed to have received notice of any Encumbrance affecting the whole or any part of the CollateralCharged Assets or any assignment, includingtransfer, without limitationloan or disposal thereof, on or dealing therein, which is prohibited by, or would otherwise result in a breach by the EOI Pledged Shares Counterparty of, the terms of this Deed: (save for: (ia) Encumbrances created in favor of the Collateral Agent Bank may open a new account or accounts for the benefit of the Bank and BLL under the Security DocumentsCounterparty in its books; and (ii) Permitted Encumbrances); and (b) over if the Bank does not in fact open any Subordinated Shareholder Loansuch new account, save for Encumbrances created then unless it gives express written notice to the Counterparty to the contrary, it shall be treated as if it had in favor fact opened such account or accounts at the time when it received or was deemed to have received such notice, and as from such time and unless such express written notice shall be given to the Counterparty, all payments by or on behalf of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered Counterparty to the Bank pursuant shall be credited or treated as having been credited to the Amending Agreement (or, subject to clause 15.14.5 below, such new account or accounts and not as otherwise may be amended, terminated or expired after such date having been applied in accordance with their respective terms) and in any other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any reduction of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive Secured Obligations at such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentstime.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither a Credit Party nor any Subsidiary will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the Effective Date and listed on Schedule 5.9 hereto; provided that such Liens shall not apply to any other property or assets of such Credit Party or its Subsidiaries; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, includingprovided that such Lien attaches only to such asset acquired and attaches concurrently with or within ninety (90) days after the acquisition thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Credit Party or its Subsidiary and not created in contemplation of such event, without limitationso long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, on extension, renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that the amount of such Debt is not increased and is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding U.S. $5,000,000 and (iii) do not in respect the aggregate materially detract from the value of the Discount EOI Pledged Sharesassets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers’ compensation, until unemployment insurance and other types of social security, (ii) to secure the Discount Maturity Datepayment or performance of tenders, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control statutory or regulatory obligations, bids, leases, contracts (including any shares contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or other securities) of Silver Maple or Ficus and any other assets (including, but not limited torequested by the United States, any present State thereof or future propertiesany foreign government or any subdivision, revenuesdepartment, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall notagency, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, organization or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization instrumentality of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations foregoing in connection therewith which affects with any contract or statute (exclusive of obligations for the EOI Pledged Shares are as follows: payment of borrowed money), or (aiii) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting cover anticipated costs of future redemptions of awards under loyalty marketing programs; or (2) required or requested by any regulatory authority having jurisdiction over any Insured Subsidiary in favor of any such regulatory authority or its nominee or made to comply or maintain compliance with Section 5.16 or any plan, memorandum or agreement with, or any order, request or directive from, any such regulatory authority; and (k) Liens not otherwise permitted by the election foregoing clauses of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 this Section 5.9 securing Debt or other obligations in an aggregate principal or face amount at any date not to exceed $250,000,000. In each case set forth above, with respect to EOI Common Shares, tag-along or co-sale rights notwithstanding any stated limitation on the sale assets that may be subject to such Lien, a Lien on a specified asset or group or type of such sharesassets may include Liens on all improvements, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsadditions and accessions thereto and all products and proceeds thereof.

Negative Pledge. 15.14.1. The Company Each of the Issuer and Gazit-Globe shall the Guarantor undertakes, as long as any Notes are outstanding, but only up to the time all amounts of principal and interest have been placed at the disposal of the Agent, not (to, and shall procure that no Obligor shall) Material Subsidiary of the Issuer or the Guarantor will, create or permit to subsist any Encumbrance: mortgage, charge, pledge, lien (aother than solely by operation of law) on or other encumbrance upon any part or all of its present or future assets (including any uncalled capital) to secure any Public Debt of any Person or any obligation of any Person under any guarantee of or indemnity in respect of any Public Debt of any other Person, without at the same time having the Noteholders' share equally and ratably in such security or such other security as shall be approved by an independent accounting firm of internationally recognised standing as being equivalent security. Nothing in this §2 shall prevent the Issuer, the Guarantor or any Material Subsidiary of the CollateralIssuer or the Guarantor, includingas the case may be, without limitationfrom creating or permitting to subsist a mortgage, on the EOI Pledged Shares (save for: (i) Encumbrances created in favor lien, pledge or other charge upon a defined or definable pool of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (its assets including, but not limited to, receivables (not representing all of the assets of the Issuer, the Guarantor or any present Material Subsidiary of the Issuer or future propertiesthe Guarantor, revenues, bank accounts and rights of every descriptionas the case may be) (the "Secured Assets") which is or was created pursuant to any securitisation or like arrangement in accordance with established market practice (whether or not involving itself as the issuer of any LTV Guarantor (save for: (iissue of asset backed securities) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) whereby all payment obligations in respect of the Discount EOI Pledged SharesPublic Debt of any Person or under any guarantee of or indemnity in respect of the Public Debt of any other Person, until as the Discount Maturity Datecase may be, secured on, or on an interest in, the Encumbrances created over such Discount EOI Pledged Shares under Secured Assets are to be discharged solely from the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the Secured Assets (or in solely from (i) the case Secured Assets and (ii) assets of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (a Person other than the Irrevocable Proxies)Issuer, voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights the Guarantor 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any Material Subsidiary of the Collateral nor will otherwise bind Issuer or the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsGuarantor).

Negative Pledge. 15.14.1. The Company Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (i) any Lien existing on any asset of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary and Gazit-Globe shall not created in contemplation of such event; (and shall procure that no Obligor shallii) create any Lien on any asset securing Debt incurred or permit to subsist any Encumbrance: (a) on assumed for the purpose of financing all or any part of the Collateral, including, without limitation, on the EOI Pledged Shares (save for: (i) Encumbrances created in favor cost of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present acquiring or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over constructing such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partyasset, provided that such tag-along rights and voting agreements shall not apply in Lien attaches to such asset concurrently with or within 18 months after the event acquisition or completion of construction thereof; (iii) any Lien on any asset of any sale corporation or realization other Person existing at the time such corporation or other Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (iv) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (v) Liens securing Debt owing by any Subsidiary to the Borrower or another Subsidiary; (vi) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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 sharesSection, provided that (A) such Debt is not secured by any additional assets, and (B) the amount of such Debt secured by any such rights terminate, with no liability Lien is not increased; (vii) Liens incidental to the conduct of its business or the ownership of its assets which (A) do not secure Debt and (B) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (viii) any Lien on Margin Stock; (ix) Liens on Securitization Assets sold or transferred pursuant to a Permitted Securitization; and (x) Liens not otherwise permitted by the part foregoing clauses of this Section securing Debt (other than indebtedness represented by the Collateral Agent, the Bank, BLL, Notes) in an aggregate principal amount at any Obligor or any other Person in connection therewith, upon the realization time outstanding not to exceed 15% of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Worth.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither any Borrower nor any Subsidiary of any Borrower will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $15,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary of a Borrower and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring or constructing such asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or completion of construction thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Borrower or a Subsidiary of a Borrower and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by a Borrower or a Subsidiary of a Borrower and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that the proceeds or such Debt are used solely for the foregoing purpose and to pay financing costs and such Debt is not secured by any additional assets; (save for: g) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Debt or Derivatives Obligations, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding $25,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Sharesuse thereof in the operation of its business; (h) Liens on cash and cash equivalents securing Derivatives Obligations, until provided that the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any aggregate amount of the Means of Control (including any shares or other securities) of Silver Maple or Ficus cash and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America cash equivalents subject to statutory deemed trusts such Liens may at no time exceed $25,000,000; (i) Liens for current taxes, assessments and liens created by operation of law. 15.14.2. The Company shall not, other governmental charges not yet due and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, payable or permit any of the (or being contested in the case of the Company, its) EOI Pledged Shares good faith and as to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, terminated or expired after such date which adequate reserves in accordance with their respective termsgenerally accepted accounting principles have been established; (j) mechanics, materialmen's, carrier's, warehousemen's or similar liens for sums not yet due and owing or being contested in good faith and as to which adequate reserves in accordance with generally accepted accounting principles have been established; (k) Liens created in connection with Permitted Securitization Transactions; provided that, except for the assets transferred pursuant to Permitted Receivables Dispositions made in connection with such Permitted Securitization Transactions, no such Lien may extend to any other Approved Voting Agreement (as defined below) in respect of which any LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any assets of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL Company or any third party purchaser of any part Subsidiary of the Collateral upon Company that is not a Bankruptcy Remote Subsidiary; and (l) Liens not otherwise permitted by the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, Section securing Debt in an “Approved Voting Agreement” is a voting agreement that has aggregate principal or face amount at any date not to exceed an amount equal to the excess of 10% of Consolidated Net Worth over the aggregate Value of Sale-Leaseback Transactions which would not have 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 EOI Pledged Shares are as follows: permitted under Section 5.14 but for this clause (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsl).

Negative Pledge. 15.14.1. The Neither the Company and Gazit-Globe shall not nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it (and shall procure that no Obligor shall) create or permit to subsist any Encumbrance: other than treasury stock of the Company), except: (a) Liens on assets of Foreign Subsidiaries securing (i) a 90,000,000 Deutschmark credit facility under which the Company and certain Foreign Subsidiaries are jointly and severally liable on the date of this Agreement, as such credit facility may be amended (but not increased) from time to time, or (ii) any other Debt of Foreign Subsidiaries or Guarantees thereof; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed solely for the purpose of financing all or any part of the Collateralcost of acquiring or improving such asset (including any Lien on any asset deemed to exist by reason of the second sentence of the definition of Lien); provided that such Lien attaches (or is so deemed to attach) to such asset concurrently with or within 90 days after the acquisition or completion of the improvement thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, includingextension, without limitationrenewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, on the EOI Pledged Shares provided that such Debt is not increased and is not secured by any additional assets; (save for: g) Liens for taxes not delinquent or Liens being contested in good faith and by appropriate proceedings; provided that enforcement of any such contested Lien is effectively stayed; (h) deposits or pledges to secure obligations under workers' compensation, social security or similar laws, or under unemployment insurance; (i) Encumbrances created mechanics', workers', materialmen's or other like Liens arising in favor the ordinary course of business with respect to obligations which are not due or which are being contested in good faith; (j) Liens arising in the Collateral Agent for the benefit ordinary course of the Bank and BLL under the Security Documents; and its business which (i) do not secure Debt, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created monetary obligation in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; an amount exceeding $50,000,000 and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Sharesuse thereof in the operation of its business; (k) Liens created by the Collateral Documents, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledgeincluding Liens securing any Additional Loans designated as additional Secured Obligations pursuant to Section 2.16(a); and (l) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $30,000,000. Notwithstanding the foregoing, no Polaroid Obligor will create or assume or suffer to exist any Lien on any Collateral other than (1) the Security Interests, (2) Liens described in clause (b), (d) over any of the Means of Control or (including any shares or other securitiese) of Silver Maple or Ficus and any other assets above, (including3) Liens described in clause (f) above, but not limited toonly if the Debt refinanced, any present extended, renewed or future propertiesrefunded was secured by a Lien permitted by a clause (b), revenues(d) or (e) above, bank accounts and rights of every description(4) of Gazit America subject to statutory deemed trusts Liens described in clause (g), (h), (i) or (j) above which arise and liens created attach by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies law (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 any Lien filed pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, terminated Section 4068 of ERISA 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any Section 6323 of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsCode).

Negative Pledge. 15.14.1. The Company and Gazit-Globe 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 EOI Pledged Shares (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company Borrower shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or not permit any of its Subsidiaries to, grant, create, assume or incur any Liens after the (Closing Date, or suffer to exist any such Liens granted, created, assumed or incurred after the Closing Date, in each case, on or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind Equity Interests issued by the Collateral AgentExcluded Subsidiaries (whether now owned or hereafter acquired) other than (i) in connection with any Permitted Refinancing of any Debt of the Excluded Subsidiaries existing on the Closing Date or (ii) pursuant to the Equity Pledge Agreement and HIE Pledge and Security Agreement, in each case under this clause (ii), in effect on the Bank, BLL Fifth Amendment Effective Date and provided that (A) none of the Credit Parties or any third of their Subsidiaries (other than Excluded Subsidiaries) (x) are party purchaser of any part of the Collateral upon the realization of to any of the Encumbrances purported to be created S&O Transaction Documents, (y) are liable in any respect for any obligations under the Security Documents. For the purposes S&O Transaction Documents or (z) have granted any liens in any of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement their assets to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects secure any of the EOI Pledged Shares are obligations under the S&O Transaction Documents, (B) the collateral that secures the obligations under the S&O Transaction Documents is substantially the same as follows: the collateral that secured the ABL Credit Agreement and the Framework Agreement and (aC) without derogating the ABL Credit Agreement and Framework Agreement have been terminated, all obligations thereunder (other than (1) contingent indemnification obligations as to which no claim has been made or notice has been given and (2) certain amounts being held in escrow or other arrangements made to satisfy certain contingent payment obligations arising from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor the termination of the election of a Person as a director inventory arrangements with Barclays Bank PLC associated with the Framework Agreement) have been paid in full and all liens securing the obligations thereunder have been terminated, discharged and released, in each case, concurrently with the execution and delivery 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 AgentMaster Agreement, the BankS&O Agreement, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Equity Pledge Agreement and HIE Pledge and Security DocumentsAgreement.”

Negative Pledge. 15.14.1. The Company For so long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will cre- ate any mortgage, charge, hypothec, pledge, Lien or other security (“security”) on any of their respective assets to secure any indebtedness for borrowed money, without also at the same time or prior thereto se- curing equally and Gazit-Globe shall ratably with that other indebtedness for borrowed money all of the Notes then out- standing or the Noteholder Collateral Platform Guarantees, as the case may be, provided that this cove- nant will not (and shall procure that no Obligor shall) create apply or permit operate to subsist any Encumbrance: prevent: (a) any security given in the ordinary course of business to secure any indebtedness payable on any part demand or maturing within 12 months of the Collateraldate that such indebtedness is originally incurred, including, without limitation, on the EOI Pledged Shares (save for: provided that: (i) Encumbrances created such security is given at the time such indebtedness is incurred; (ii) such indebtedness does not entirely replace or is not used for the purpose of retir- ing or repaying any outstanding indebtedness of the Issuer or any Guarantor; and (iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary of the Issuer; (b) any Purchase Money Mortgage; (c) any security given to secure indebtedness incurred for the construction of town- sites, employees’ housing, warehouses or office premises; (d) any security on any asset of the Issuer or any Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, or has not been in commercial production during the 12-month period ending at the time of the imposition of such security, to secure any indebtedness incurred for the development or improvement thereof or the development or improvement of any other assets of the Issuer or any Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of the imposition of such security; (e) any security in favor of the Collateral Agent Government of Canada or of the United States of America or the government of any province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, depart- ment or agency of any of them or in favor of the Issuer or any Guarantor; (f) any security existing on the Issue Date; (g) any renewal, refunding or extension of any security referred to in the foregoing clauses (a) to (f) in which the principal outstanding after such renewal, refunding or extension is not increased and the security is limited to the assets originally subject thereto and any improve- ments thereon; (h) any security on assets or stock of Non-Guarantor Subsidiaries; (i) Liens on Escrowed Proceeds for the benefit of the Bank and BLL under related holders of Additional Notes (or the Security Documents; and (iiunderwriters or arrangers thereof) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save for Encumbrances created in favor or on cash set aside at the time of the Collateral Agent incurrence of any Additional Notes or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Additional Notes and are held in an escrow account or similar arrangement to be applied for such purpose; or (j) any other security, if, after giving effect to the benefit creation of such security, the ag- gregate principal amount of indebtedness secured by such security would not be greater than 5% of Shareholders’ Equity calculated on a pro forma basis for any acquisition since the date of the Bank and BLL under the Security Documents; (c) over any asset (includingmost recent quarterly or annual balance sheet, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in as the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsbe.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of the Mortgage Indenture securing Indebtedness outstanding on the date of this Agreement or issued hereafter; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Indebtedness, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; Borrower and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law.its business; and 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of (n) Liens not otherwise permitted by the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only Section securing obligations in connection therewith which affects an aggregate principal or face amount at any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking date not to vote at a shareholders’ meeting in favor 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, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentsexceed $500,000,000.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall Borrower will not (and shall procure that no Obligor shall) create create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of the Mortgage Indenture securing Indebtedness outstanding on the date of this Agreement or issued hereafter; (c) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, PROVIDED that such Indebtedness is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; and (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and do not secure Indebtedness, (ii) Permitted Encumbrances); (b) over do not secure any Subordinated Shareholder Loan, save for Encumbrances created obligation in favor of an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; Borrower and (iii) do not in respect the aggregate materially detract from the value of its assets or materially impair the Discount EOI Pledged Shares, until use thereof in the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of lawits business. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documents.

Negative Pledge. 15.14.1. The Company and Gazit-Globe Avnet shall not nor will it permit any of its Subsidiaries to create, assume or suffer to exist any Lien on any asset (and shall procure that no Obligor shallincluding revenues) create now owned or permit to subsist any Encumbrance: hereafter acquired by it, except: (a) on any part of the Collateral, including, without limitation, Liens existing on the EOI Pledged Shares (save for: (i) Encumbrances created in favor date of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loanthis Agreement securing Debt outstanding on such date and, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Companyany individual item of such secured Debt exceeding $15,000,000, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form Audited Financial Statements or as delivered to set forth on Schedule 6.07; (b) any Lien on any fixed asset securing Debt incurred or assumed for the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, terminated purpose of financing all 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon cost of acquiring such asset; provided that such Lien attached to such asset concurrently with or within 90 days after the realization acquisition thereof; (c) Liens on inventory acquired in the ordinary course of business to secure the purchase price of such inventory or to secure indebtedness incurred solely for the purpose of financing the acquisition of such inventory; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and which are not overdue for a period of more than 30 days or which are being contested in good faith; (e) Liens for taxes, assessments or other governmental charges not yet due or which are being contested in good faith; (f) Liens imposed by law on pledges or deposits in connection with workmen's compensation, unemployment insurance and other social security legislation (other than ERISA) which do not interfere with or adversely affect in any material respect the ordinary conduct of the business of Avnet or any of its Subsidiaries; (g) deposits to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety bonds (other than in relation to judgments), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, right-of-way, zoning and similar restrictions and other encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not interfere with or adversely affect in any material respect the ordinary conduct of the business of Avnet and its Subsidiaries taken as a whole; (i) any Lien arising pursuant to this Agreement; (j) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien, to the extent such Lien is permitted by any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this AgreementSection; provided that such Debt is not increased and is not secured by any additional assets; (k) the interest of a purchaser of Permitted Receivables acquired pursuant to, or any Lien on the assets of a Securitization Subsidiary granted pursuant to, one or more Permitted Securitizations resulting in Attributable Indebtedness in 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 aggregate amount not exceeding $750,000,000 at any one time for all such approval in advance, shall be given in the event the only obligations Permitted Securitizations together; and (l) other Liens (other than Liens incurred in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at with a shareholders’ meeting in favor of the election of a Person as a director of the relevant companyPermitted Securitization); 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 the aggregate amount of Debt secured by all such Liens together shall not exceed $75,000,000 at any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security Documentstime.

Negative Pledge. 15.14.1. The Company Borrower will not, and Gazit-Globe shall will not (and shall procure that no Obligor shall) create permit any Restricted Subsidiary to, create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement granted by the Borrower or any Restricted Subsidiary and securing Indebtedness outstanding on the date of this Agreement; (b) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or any Restricted Subsidiary and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary and not created in contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 365 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section 5.08; provided that the principal amount of such Indebtedness is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, on surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the EOI Pledged Shares performance of tenders, bids, leases, contracts (save for: other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) Encumbrances created easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments that do not result in favor an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; and Borrower or such Restricted Subsidiary that (i) do not secure Indebtedness, (ii) Permitted Encumbrances); (b) over do not secure obligations in an aggregate amount exceeding $100,000,000 at any Subordinated Shareholder Loan, save for Encumbrances created in favor of time at which Investment Grade Status does not exist as to the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (ii) Permitted Encumbrances; Borrower and (iii) do not in respect the aggregate materially detract from the value of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any assets of the Means of Control (including any shares Borrower or other securities) of Silver Maple such Restricted Subsidiary or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by materially impair the use thereof in the operation of law.its business; 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, itsm) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank Liens required 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 LTV Guarantor is a party, provided that such tag-along rights and voting agreements shall not apply in the event of any sale or realization of any of the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes terms of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing ; and (n) Liens not otherwise permitted 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 foregoing clauses of this Section 5.08 securing obligations in connection therewith which affects an aggregate principal or face amount at any date not to exceed 15% of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director of the relevant company; and (b) without derogating from clauses 7.5 and 7.6 above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale of such shares, provided that any such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsConsolidated Net Tangible Assets.

Negative Pledge. 15.14.1. The Company and Gazit-Globe shall not (and shall procure that no Obligor shall) create Neither such Borrower nor any Subsidiary of such Borrower will create, assume or permit suffer to subsist exist any Encumbrance: Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $100,000,000; (i) Liens arising pursuant to securitization of accounts receivable in respect of recovery by ConEd or O&R of Electric and/or Steam Stranded Cost and (ii) Liens arising as a result of securitization of BGS by RECO pursuant to the EDECA and the Securitization Act; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the Collateralcost of acquiring ownership or use of such asset or a related asset, includingprovided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, without limitationextension, on renewal or refunding of any Debt secured by any Lien permitted by any of the EOI Pledged Shares foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (save for: h) Liens arising in the ordinary course of its business which (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; do not secure Debt or Derivatives Obligations and (ii) Permitted Encumbrances); do not secure any single obligation (bor class of obligations having a common cause) over any Subordinated Shareholder Loan, save for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL under the Security Documents; (c) over any asset (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of any LTV Guarantor (save for: an amount exceeding $25,000,000; (i) Encumbrances created in favor of the Collateral Agent for the benefit of the Bank Liens on cash and BLL under the Security Documents; (ii) Permitted Encumbrances; and (iii) in respect of the Discount EOI Pledged Shares, until the Discount Maturity Date, the Encumbrances created over such Discount EOI Pledged Shares under the Discount Pledge); (d) over any of the Means of Control (including any shares or other securities) of Silver Maple or Ficus and any other assets (including, but not limited to, any present or future properties, revenues, bank accounts and rights of every description) of Gazit America subject to statutory deemed trusts and liens created by operation of law. 15.14.2. The Company shall not, and Gazit-Globe shall procure that none of the LTV Guarantors shall, be a party to, or permit any of the (or in the case of the Company, its) EOI Pledged Shares to be bound by, subject to, restricted or limited by, or otherwise bound by, any options, proxies (other than the Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights other than the tag-along rights and voting agreements as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended, 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 LTV Guarantor is a partycash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such tag-along rights and voting agreements Liens shall not apply at no time exceed $100,000,000; (j) Liens incurred by Holdings, ConEd or O&R in the event ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any sale or realization of any of jurisdiction; and (k) Liens not otherwise permitted by the Collateral nor will otherwise bind the Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral upon the realization of any of the Encumbrances purported to be created under the Security Documents. For the purposes foregoing clauses of this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in writing by the Bank in advance, which approval, without derogating from the requirement to receive such approval in advance, shall be given in the event the only obligations in connection therewith which affects any of the EOI Pledged Shares are as follows: (a) without derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director 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 Section securing Debt of such shares, provided that Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of such rights terminate, with no liability on the part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in connection therewith, upon the realization of any Encumbrances purported to be created under any of the Security DocumentsBorrower.