Exhibit 99.8
| DEED OF PLEDGE
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(to guarantee the Loan
Agreement)
Which was signed and entered
on August 14, 2008
|
Between
| EQUILEX TRUST REG. AS
TRUSTEE OF THE CAPRI TRUST
|
whose registered office is at
Kastanienhof, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇- ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ of Liechtenstein
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| (hereinafter called "the Lender")
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| - of the first part - |
and
▇▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇ of ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇
(hereinafter called “the Borrower”)
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| - of the second part - |
and
▇▇▇▇▇ REAL ESTATE INC. whose
registered office is at .....................................................................
(hereinafter called “the Custodian”)
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Whereas: |
The
Borrower obtained from the Lender a loan in the amount of $1,964,948.95USD (“the
Loan Amount”) for the purpose of purchasing 1,267,709 shares of Optibase Ltd.,
NASDAQ Ticker ▇▇▇▇ (“the Pledged Shares”), in a loan agreement dated the
14th day of August 2008 (“the Loan Agreement”); and |
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Whereas: |
It
was agreed and stipulated between the Lender and the Borrower that in order to
guarantee any and all of the Borrower's duties and obligations
under the Loan Agreement, an appropriate deed of pledge would be
executed; and |
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Whereas: |
It
is agreed that, without prejudice to clause 8 hereunder, the Custodian shall act as
custodian on behalf of the Borrower, in accordance with section 4(2) of the Pledges Law
1967 of the State of Israel; for the avoidance of doubt, this deed pf pledge shall be
fully enforceable in the State of Israel, in accordance with said section of the Pledges
Law 1967, and |
|
Whereas: |
It
was agreed that the Custodian will act regarding the Pledged Shares based on
instructions which it will obtain from the Lender and subject to the
conditions of this Deed of Pledge ; and |
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Whereas: |
It
is agreed that it is the Custodian’s obligation to open a bank account in Israel in
order to deposit the Pledged Shares and to coordinate between the Borrower and the bank
the deposit of the Pledged Shares in the account. |
THEREFORE, IT HAS BEEN
AGREED BETWEEN THE PARTIES AS FOLLOWS:
| 1. |
The
preamble to this Loan Agreement forms an integral part thereof. |
| 2. |
This
Deed of Pledge is intended to guarantee the entire obligations of the
Borrower in accordance with the Loan Agreement. |
| 3. |
As
a guarantee for the fulfillment of all the obligations of the Borrower under
the Loan Agreement and the fulfillment of all the conditions of this Deed,
the Borrower hereby deposits in the possession and under control of the
Custodian the Pledged Shares. |
| 4. |
The
Borrower declares as follows:- |
| |
a. |
The
Pledged Shares are not mortgaged or pledged to anyone else. |
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b. |
The
Pledged Shares will be deposited in the Custodian’s account and/or any
other, as per the instructions of the Lender and/or the Custodian, and
will be in its possession and custody. |
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c. |
There
is no limitation and/or condition according to the law and/or an agreement
preventing and/or limiting the Borrower from pledging and/or transferring
the Pledged Shares, and that the Borrower is entitled to transfer them
and/or to deposit them in accordance with this Deed of Pledge. |
| 5. |
In
each of the following cases, this Deed of Pledge will be crystallized, the
Borrower’s rights in the Pledged Shares will cease and will be
transferred to the Lender and/or to the Custodian, and from that time, the
Lender and/or the Custodian will be regarded as the owners of the pledged
shares and will be entitled to register the Pledged Shares in their name
in every registration as per the requirements of the law: |
| |
a. |
If
the Borrower fails to pay any sum of money or fails to discharge any liability
which the Borrower may now or at any time in the future owe to the Lender when
it is due. |
| |
b. |
If
the Borrower is in breach of any of the terms and conditions contained in the
Loan Agreement or in any other agreement or document entered into pursuant to
this Loan Agreement. |
| |
c. |
If
any representation or warranty made by the Borrower pursuant to this Loan
Agreement or in any statement delivered or made pursuant to it is incorrect
when made. |
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d. |
If
the Borrower is in default in respect of any of the Borrower’s other
facilities (if any) with the Lender. |
| |
e. |
If
the Borrower is in breach of any other agreement to which he is a party with
any other person in relation to the Borrower’s borrowing or other
financial obligations. |
| |
f. |
If
the Borrower enters into any arrangement with its creditors generally. |
| |
g. |
If
the Borrower has a creditor levy distress or execution on, or any other person
seeks to enforce his security or judgement or order over, the whole or any
material part of the Borrower’s assets. |
| |
h. |
If
the Borrower has a bankruptcy petition presented against him. |
| |
i. |
If
the Borrower becomes, in our reasonable opinion, bankrupt or insolvent. |
| |
j. |
If
the Borrower becomes, in the Lender’s reasonable opinion, bankrupt or
insolvent. |
| |
k. |
If
the Borrower ceases to carry on all or a material part of his business. |
| |
l. |
If
any event occurs which would affect the Borrower or the Borrower’s
business so as to render the Borrower unable to comply fully with his
obligations to the Lender pursuant to this Loan Agreement and any other
document entered into pursuant to this Loan Agreement. |
| |
m. |
If
the Borrower has a receiver appointed over any of the Borrower’s property
or assets. |
| |
n. |
If
the Borrower ceases, or threatens to cease, to carry on business or dispose of
all or any substantial part of its business or (except in the ordinary course
of business) its assets. |
| |
o. |
If
it becomes unlawful or impossible for the Lender to make, maintain or fund the
Loan or if any of the Borrower’s obligations under this Loan Agreement
cease to be valid, legal and binding and enforceable against the Borrower in
accordance with their terms. |
| |
p. |
If
in the reasonable opinion of the Lender, circumstances have so changed since
the Loan was made available, or such new information has come to light, as
could justify the Lender requesting the immediate repayment by the Borrower of
the Loan |
| |
q. |
If
the Borrower gave the Lender any false or misleading information it its
application for the Loan Agreement. |
| |
r. |
If
there is, in the Lender’s sole opinion, any change in the legal or
beneficial ownership of the Borrower. |
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| 6. |
In
the event that the Borrower wishes to sell or otherwise dispose of the
Pledged Shares, for any reason whatsoever, prior to repayment of the Loan
Amount, he shall replace the Pledged Shares with another form of security
to the satisfaction of the Lender, prior to any such sale or disposal. |
| 7. |
Should
it be necessary, reports will be made to the relevant authorities in the
US and Israel. |
| 8. |
This
deed of pledge shall be governed by and construed in all respects according
to the laws of the Principality of Liechtenstein, and the parties
hereto submit to the exclusive jurisdiction of the Courts of the
Principality of Liechtenstein. For the avoidance of doubt, nothing in
this clause shall in any way negate, hinder or detract from this deed
of pledge being fully enforceable in the State of Israel, in
accordance with the above preamble. |
IN WITNESS WHEREOF the
parties hereto have executed this Deed of Pledge the day and year first above written.
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| /s/ ▇▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇ |
/s/ Equilex Trust Reg. as Trustee of the Capri Trust |
| the Borrower |
the Lender |
▇▇▇▇▇ Real Estate Inc. hereby agrees
to act as custodian in accordance with the provisions herein.
| /s/ ▇▇▇▇▇ Real Estate Inc.
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| duly signed by and
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| for and on behalf
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| of ▇▇▇▇▇ Real Estate Inc.
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