Deed of Trust Signed on March 01, 2016 (replacing and canceling the Deed of Trust dated as 28 February 2016)

A resolution adopted at a general meeting of the Debenture Holders (Series A), at which holders of at least 25% of the nominal value of the outstanding Debentures (Series A) were present in person or by proxy, or at an adjourned meeting at which all the number of participants attended, and which was adopted (whether at the original meeting or at the adjourned meeting) by a majority of more than fifty percent (50%) of the nominal value of the outstanding Debentures (Series A) which is represented in the vote.

A resolution adopted at a general meeting of the Debenture Holders (Series A), at which holders of at least fifty (50%) of the nominal value of the outstanding Debentures (Series A) were present, in person or by proxy, or at an adjourned meeting, at which Debenture Holders were present, in person or by proxy, holding at least twenty percent (20%) of such outstanding balance, and which was adopted (whether at the original meeting or at the adjourned meeting) by a majority of at least two thirds (2/3) of the nominal

value of the outstanding Debentures (Series A), which is represented in the vote.

Registered, 1 NIS par value Series A Debentures, repayable in five (5) equal annual installments on March 1^st of each of the years 2019 to 2023 such that all the payment will represent 20% of the total par value of the Debentures (Series A, wherein the first principal payment will be paid on March 1^st, 2019 and the last principal payment will be paid on March 1^st, 2023 bearing a fixed annual (unlinked) interest at a rate not exceeding 4.25% (but subject to adjustments in the event of change in the rating of the Debentures (Series A) and/or non compliance with the financial covenants as set forth in sections 5.3 and 5.4 below and/or in case of entitlement to arrears interest (as it is defined in section 4A of the overleaf terms in the First Schedule to this Deed) as shall be determined in the Tender, payable on March 1^st and September 1^st of each of the years 2017 to 2023 (inclusive) for the six-month period that ended on the day prior to the date of payment (hereinafter – the “Interest Period”) and on September 1^st, 2016 for the first period of interest (as specified below) . The interest rate payable in respect of a specific interest period (except for the first interest period) (i.e. the period commencing on the date of payment of previous interest period and ending on the last day before the date of payment following commencement thereof) shall be calculated as the annual interest rate divided by two. The first interest payment is payable on September 1^st, 2016 for the period commencing on the first trading day after the date of the tender on the Debentures (Series A) and ending on August 31^st, 2016 (above – the “First Interest Period”), calculated on the basis of 365 days a year and based on the actual days in this period, and the final interest payment will be paid on March 1^st, 2023. The Debentures (Series A) will not be linked (principal and interest) to any index or currency. If after the date Debentures (Series A) were first issued, will be issued an additional Debentures (Series A), the Debentures Holder (Series A) that will be issued as part of the expansion of that series, will not be entitled to receive payment on Principal and/or interest on the Debentures (Series A) that the record date for any payment shall commence prior to the date of issue.

Subject to adjustments in the event of a change in the rating of the Debentures (Series A) and/or non compliance with the financial covenants as specified in sections 5.3 and 5.4 below and/or entitlement to arrears interest (as it is defined in section 4A of the overleaf terms in the First Schedule to this Deed), the interest rate

on the Debentures (Series A) shall not exceed 4.25% (hereinafter – the “Maximum Interest Rate”).

In the event of acquisition by the Company as aforesaid, the acquired Debentures (Series A) will expire immediately, will be cancelled and delisted from trading and the Company may not re-issue these Debentures. In the event of acquisition by the company of Debentures (Series A) aforesaid, the Company will publish an immediate report about the acquisition aforesaid, as required by law. Nothing in the foregoing shall derogate from the Company’s right to make an early redemption of the Debentures (Series A) as stated in section 7 below.

Notwithstanding the foregoing, the Company undertakes not to purchase Debentures as said, as long as the Company does not comply with one of the financial covenants specified in Section 6.4 below.

be transferrable as the other Debentures (Series A). The Debentures (Series A) owned by a Related Entity shall not confer on such person voting rights at meeting of Debenture Holders (Series A) and may not be counted for purposes of determining the existence of a quorum at such meetings. Meetings of Holders shall be held in accordance with the provisions of the Second Addendum to the Deed of Trust. A Related Entity shall report to the Company, to the extent that he is obligated by law to do so, any acquisition of Debentures (Series A) and the Company shall submit to the Trustee, at its request, the list of related entities and the quantities held by them on the date requested by the Trustee based on the reports received, as noted above, from related entities, which were reported by the Company via the MAGNA system. It is hereby clarified that reporting via the MAGNA system shall constitute reporting to the Trustee for the purposes of this section.

Notwithstanding the foregoing, the Company undertakes a subsidiary of the Company and/or a related company of the Company and/or an associate of the Company and/or a company controlled by any of them (directly or indirectly) will not purchase Debentures as said, as long as the Company does not comply with one of the financial covenants specified in Section 6.4 below.

Notwithstanding the aforesaid, an additional issue of Debentures (Series A) (hereinafter – "Expansion of the Series") shall be carried out provided all the terms set forth below are met: (a) the Expansion of the Series does not adversely affect the rating of the Debentures (Series A), as it shall be at that time (i.e. the rating preceding the Expansion of the Series), provided that if the Debentures are rated by more than one rating agency, then the Expansion of the Series does not adversely

affect the higher rate; (b) on the date of the Expansion of the Series the Company shall be in compliance with the financial covenants set forth in section 6.4 of this Deed; (c) on the date of the Expansion of the Series, in accordance with the recent financial statements published prior to the date of the Expansion of the Series, and following the Expansion of the Series, the Company is in compliance with the financial covenants set forth in section 6.4; (d) on the date of the Expansion of the Series there was no cause for immediate repayment of the Debentures; (e) the Company is complying with its commitments to the holders of the Debentures (Series A) in accordance with the provisions of this Deed of Trust; (f) the Expansion of the Series does not impair the ability of the Company to repay the Debentures (Series A). The Company will submit to the Trustee before making a tender for early commitments from classified investors (as the Company may choose to hold said tender in its sole discretion), and in any case before the Expansion of the Series a written certification signed by the chief financial officer of the fulfillment of ther terms specified in section 4.1(b) to 4.1(f). In the event of an Expansion of the Series as aforesaid, the Expansion of the Series will be subject to prior certification by the Rating Agency that the said expansion will not affect the rating of the Debentures (Series A) in effect at that time. The certification of the Rating Agency will be published prior to the Expansion of the Series and will be attached to the Company’s certification to the Trustee. The Company will notify the Trustee in writing and will publish an immediate report, prior to the additional issue, whether the additional issue meets (or does not meet, as the case may be) the aforementioned conditions and will affirm to the Trustee in writing that said expansion does not undermine the Debenture Holders (Series A) and that the Board of Directors of the Company examined the effect of the Expansion of the Series on the Company’s ability to meet its obligations to the Debenture Holders (Series A) prior to the issue of the Debentures.

This right of the Company does not exempt the Trustee from examining the said issue, to the extent that such duty is imposed on the Trustee by law, and does not derogate from the rights of the Trustee and the Debenture Holders pursuant to this Deed, including their right to declare the Debentures due and payable as stated in section 8 below.

The Debentures (Series A) (including those that will be issued as part of an Expansion of the Series as described above) shall rank pari passu among themselves, with respect to the Company’s obligations pursuant to the Debentures, without any preference or priority of one over the other.

If the discount rate set for the additional Series A Debentures, if any, differs from the discount rate of the outstanding Debentures (Series A) at that time (including lack of discount, if relevant), the Company shall apply to the tax authority, prior to the expansion of the bond series, in order to obtain its approval that, for purposes of deducting withholding tax from the discount fees in respect of the Series A Debentures, a uniform discount rate be determined for the Debentures (Series A) based on a formula that weights the different discount rates in the series, if any (hereinafter – the “Weighted Discount Rate”).

In the event that such approval is obtained, the Company will calculate the Weighted Discount Rate in respect of all the Debentures (Series A), and will publish an immediate

report stating the uniform Weighted Discount Rate for the entire series, prior to the Expansion of the Series, and will deduct tax on the dates of repayment of the Debentures (Series A), according to the Weighted Discount Rate and in accordance with the provisions of the law. In such case, all other provisions of the law relating to the taxation of discount fees shall apply. If such approval is not obtained, the Company will publish an immediate report, immediately prior to the issue of the additional Debentures (Series A), stating the highest discount rate in respect of that series. The Company will deduct withholding upon the repayment of the Debentures (Series A), in line with the discount rate reported as aforesaid.

Therefore, there may be cases where the Company will deduct withholding tax in respect of discount fees, at a rate higher than the discount rate set for the holders of Series A Debentures before the Expansion of the Series (hereinafter – “Excess Discount Fees”), and this will affect them unfavorably whether or not the tax authority approved a uniform discount rate for the relevant series. In this case, an assessee that held Debentures (Series A) before the Expansion of the Series will be entitled to file a tax report with the tax authority and receive a tax return in the amount of the tax that was deducted from the Excess Discount Fees, provided he is entitled to such return under the law.

Notwithstanding the aforesaid, the issue of Debentures as stated in section 4.2 above (hereinafter in section 4.2 only – the “Additional Issue”) is subject to the fulfilment of all the terms set forth below: (a) on the date of the Additional Issue the Company is in compliance with the financial covenants set forth in section 6.4 of this Deed; and (b) on the date of the Additional Issue, in accordance with the recent financial statements published prior to the date of the Additional Issue, and following the Additional Issue, the Company is in compliance with the said financial covenants. The Company will give the Trustee a written certification signed by the chief financial officer that the aforesaid conditions have been met, no later than 3 business days prior to the Additional Issue and a certification that the terms of the Additional

Issue have priority over the terms of the Debentures (Series A) upon dissolution of the Company. In the event of an Additional Issue, such issue will be carried out subject to prior certification by the Rating Agency that the Additional Issue will not affect the rating of the Debentures (Series A) as shall be in effect at the time.

The Rating Agency’s certification will be published prior to the Additional Issue and will be attached to the Company’s certification to the Trustee.

Without derogating from the generality of the foregoing, the Company’s aforesaid rights do not diminish the Trustee’s right to examine the repercussions of the said issue, and do not derogate from the rights of the Trustee and/or the Debenture Holders under this Deed, including their rights to declare the Debentures (Series A) due and payable as stated in section 8 below.

Subject to the provisions of any law, the Company shall inform the Trustee of additional issues of Debentures a reasonable time before the issue and will submit to the Trustee any report it published in connection therewith pursuant to any law.

For purposes of this section below it is clarified that as long as the Debentures (Series A) are rated by more than one Rating Agency, the review of the rating for the purpose of adjusting the interest rate to a change in the rating (if any) shall be done, at any time, based on the lower rating thereof.

The interest rate on the Debentures (Series A) will be adjusted to changes in the rating of the Debentures (Series A) as set forth in this section:

In this regard:

The ratings are as defined in the table in section 1.5.21 above.

“The Basic Rating” – AA minus rating. For the avoidance of any doubt, it is clarified that the Basic Rating the rating determined by the Rating Agency on the date of initial offering of the Debentures (Series A).

“The Additional Interest Rate” – an annual rate of 0.25% per annum for each additional notch under the Basic Rating up to a maximum interest rate addition of 1% per year, i.e. up to a rating downgrade to BBB plus rating.

principal amount of the Debentures (Series A), without derogating from the changes in the interest rate in accordance with the provisions of section 5.4 below. If the previous interest rate is raised due to breach of one of the financial covenants as set forth in section 5.4 below, then the interest rate increase in respect of the downgrade will be limited so that the additional interest per annum does not exceed 1.75% in any case.

added interest at a rate equal to the Additional Interest Rate per annum during the Deferral Period, will be paid on the next interest payment date. The Company will publish an immediate report stating the accurate interest rate payable on the next interest payment date.

provisions of subsection 8.1.15 below. To remove any doubt it is clarified that if the Debentures (Series A) cease to be rated, prior to final repayment of the Debentures, for a reason out of the Company’s control, this will not affect the interest rate as stated in section (A) above and the provisions of section 5.3 will not apply.

The interest rate on the Debentures (Series A) will be adjusted due to breach of one of the Financial Covenants as set forth below:

In sections 5.3 and 5.4 above and below, each of the aforementioned financial covenant shall be named: the “Financial Covenant", and together "Financial Covenants".

In this regard in section 5.4:

“The Additional Interest Rate” – 0.5% for each breach of a financial covenant; the interest rate will only be raised once due to the breach of a financial covenant, if any, and the interest rate will not be raised again if a breach of the same financial covenant continues. Notwithstanding, for breach of a financial covenants only, the additional interest rate will not exceed 1%.

“The Breach Date” – the date of publication of the financial statements that point to the breach.

of the outstanding principal amount of the Debentures (Series A) or until the date of publication of the Company’s financial statements pursuant to which the Company is in compliance with the financial covenant, whichever is earlier, provided the interest rate was not increased before that due to the breach of a different financial covenant as stated in this section 5.4 and/or to a rating downgrade as stated in section 5.3 above. If the interest rate was increased before that due to the breach of a different financial covenant as per this section 5.4 and/or due to a rating downgrade as stated in section 5.3 above, if the interest rate increased due to the breach of a financial covenant as provided in this subsection, the increase will be limited so that the annual interest rate increase will not exceed 1.75%.

Company shall publish an immediate report stating the accurate interest rate payable on the next interest payment date.

The Company will indicate its compliance or non-compliance with the financial covenants in the quarterly or annual Board of Directors’ report, as applicable.

financial covenants and there has been no decrease in the rating as stated in section 5.3 above).

The Company undertakes to appoint a representative of the Company in Israel (hereinafter: "Company Representative in Israel") within 90 days as of the date of issue of the Debentures (Series A) to whom court processes to the Company and/or officers thereof may be passed to the address stated in the preamble hereto. Service of process to the Company Representative in Israel shall be deemed as valid and binding in connection with any claim and/or demand of the Trustee and/or the Debenture Holders (Series A) in accordance with this Deed of Trust. The Company shall be entitled to replace the Company Representative in Israel from time to time.

At the time of the appointment and replacement of the Company Representative in Israel, the Company shall report his details in an immediate report and shall deliver notice to the Trustee in respect thereof. In the event of the appointment of a new representative, the immediate report and the notice to the Trustee shall in addition

include the date on which the appointment of the new representative becomes effective.

The Company undertakes that in the event of the replacement of the Company's representative in Israel, the Company will appoint a representative of the Company in Israel within a period not exceeding thirty (30) days.

Until the appointment of the Company Representative in Israel as specified above (and only until that time) the address of the Company in Israel, among others for serving purposes, shall be as specified in the preamble to this Deed of Trust.

"Warning Signs": 1. A deficit in shareholders 'equity; 2. An opinion or review by an accountant as of the date of the financial statements that including attention to the Company's financial condition; 3. A deficit in working capital or in the working capital for a period of 12 months including a persistent negative cash flow from current activity. 4. A deficit in working capital or an ongoing negative cash flow for a period of 12 months from current activity and the Board of Directors of the Company has not determined that this is not an indication of a liquidity problem in the corporation. 5. An opinion or review by an accountant as of the date of the financial statements that including significant doubts about the continuation of operations of the Company as a going concern.

(The condition set forth in section a to d above - hereinafter: the “Distribution Restriction”).

Shortly prior to the distribution according to section 5.9.3, the Company shall provide the Trustee an approval by the chief financial officer of the Company that this distribution is in accordance with section 5.9.3.

The Company undertakes that Material and Exceptional Transactions, as such terms are defined in the Company Law (hereinafter in this section: "Exceptional Transactions") of the Company or Companies held by the Company, with REIT’s within the KBS Group (as such term is defined in section 1.5.30 above), or Exceptional Transactions of the Company or Companies held by the Company, with the Management Company (as such term defined in the section 1.5.29 above), will be subject to the consent of the Debenture Holders (Series A) in an Ordinary Resolution, in addition to any approval required by law (hereinafter: “Special Transactions”).

For the avoidance of doubt, the following transactions will not be considered as “Special Transactions” and therefore will not require the approval of the Debenture Holders as required in section 5.10 above:

In such case, the Company will provide to the Trustee, prior to the date of the merger, approval by the chief financial officer of the Company in regard to compliance with the terms of this subsection a.

At the end of each quarter, the Company will provide to the Trustee, approval by the chief financial officer of the Company that no transaction were made in violation of section 5.10.

To remove any doubt it is clarified that the Trustee is not obligated to examine, and in practice the Trustee has not examined the need to provide collateral to secure the payments to the Debenture Holders (Series A). The Trustee was not requested to conduct, and in practice the Trustee has not conducted an economic, accounting or legal due diligence review with regard to the condition of the Company’s business. By entering into this Deed of Trust and by consenting to serve as Trustee for the holders of (Series A) Debentures, the Trustee is not expressing its opinion, whether explicitly or implicitly, with regard to the Company’s ability to meet its obligations to the Debenture Holders (Series A). Nothing in the foregoing derogates from the

Trustee’s duties under any law and/or this Deed nor does it derogate from the Trustee’s duty (insofar as such duty applies to the Trustee pursuant to any law) to examine the effect of changes in the Company as of the date of the Prospectus, insofar as they may adversely affect the Company’s ability to meet its obligations to the Debenture Holders (Series A).

    

For the avoidance of any doubt it is clarified that subsidiaries of the Company may create any charge (including a floating charge) on all or part of their assets and may pledge their assets by any other means, without the approval of the meeting of Debenture Holders (Series A) and without requiring to provide any collateral in favor of the Debenture Holders (Series A) concurrently with creating charges as aforesaid.

For the avoidance of any doubt, it is clarified that (i) the provisions of this section 6.2.3 shall only apply to the Company, (ii) all direct and indirect subsidiaries of the Company may assume credit from non-Israeli financial institutions and may provide pledges to non-Israeli financial institutions without limitation, this without derogating from the duty of the Company to comply with the Financial Covenants of the Company as detailed in section 6.4 below and (iii) sales, transfers, redemptions, and buy-backs of shares in the REIT shall not, under any circumstances, be deemed to be an assumption by the Company of credit from non-Israeli financial institutions in violation of the provisions of this section 6.2.3.

Debenture Holders (Series A), as the case may be. The Company is not obligated to notify the Trustee of the transfer or sale of any of its assets unless it is a sale or transfer of a “Material Property of the Company” as it is defined in section 8.1.6 below, and is not obligated to inform the Trustee of any charge over its assets, except as stated in section 6.2 above.

Until the date of the full and final payment of the debt pursuant to the terms of the Debentures (Series A) and fulfilment of all the Company’s other obligations to the Debenture Holders (Series A) pursuant to this Deed and the terms of the Debentures (Series A), the Company shall comply at any time with the financial covenants set forth below:

"Consolidated Equity Capital of the Company": The Company's equity according to the consolidated Financial Statements of the Company, including shareholder loans subordinate to the Debentures, if any;

"Net Adjusted Financial Debt" – Debt carrying short and long term interest from banks and financial institutions plus debt carrying interest in favor of the holders of debentures issued by the Company, net of cash and cash equivalents and net of short-term investments, marketable securities and deposits (including properties with restrictions), all based on the financial statements of the Company, plus the proportionate consolidation of the net financial debt in affiliated companies and in jointly controlled companies;

“Debt carrying interest in favor of the holders of Debentures issued by the Company” – The debt of the Company to the holders of Debentures issued by the Company in accordance with the financial statements of the Company, if this debt is hedging by means of exchange rate hedging transactions, then the calculation of the said debt shall be adjusted in accordance with the effective currency exchange rate resulting from the said protection.

"Net CAP" – adjusted net financial debt in addition to the Consolidated Equity Capital of the Company (including minority rights).

 

“Adjusted EBITDA” – operating profit plus depreciation and amortization, with the neutralization of the gains (losses) from the revaluation of the investment real estate, with the addition of the proportionate consolidation of the operating profit plus depreciation and amortization, with the neutralization of the gains (losses) of the revaluation of the investment real estate of associates and jointly controlled companies.

The adjusted EBITDA will be calculated based on the accumulated data of the last four quarters.

Note that in case of purchase of one or more income-producing properties to while increasing the Net Financial Debt, the financial covenant will be calculated by adding to the numerator of the adjusted annualized EBITDA, the adjusted EBITDA generated by that property while standardizing the adjusted EBITDA of this property in annualized terms.

After the end of the Undertaking Period, the Company will give to the Trustee a notice stating that the Undertaking Period has passed, and this undertaking as detailed in section 6.4(4) has expired and is no longer valid and therefore will not constitute anymore grounds for immediate repayment as described in Section 8.1.38.

"Scope of Projects for Development of the Company" – the cost of investment (separate than the fair value) of the Company in projects whose construction started as of the date of the relevant financial statements, and for which no Temporary Certificate of Occupancy (TCO) was obtained yet. It should be clarified that development and renovation works performed in existing income-producing assets of the Company, will not be considered as

part of the definition of "Scope of Projects for Development of the Company".

"Adjusted Balance" – the total reconciled balance of the Company in addition to the share of the Company in associate companies and companies under joint control;

The examination regarding the Company’s compliance with the financial covenants in subsections (1) to (5) above will be conducted on the date of publication of the Company’s financial statements and as long as the Debentures (Series A) are outstanding, in relation to the annual/quarterly financial statements which the Company would have published until that date.

The Company will specify in the Board of Directors’ report for the relevant period whether or not it complies with the financial covenants in subsections (1) to (5) above, including an indication of the numerical value of each of the financial covenants. In addition, the Company shall deliver to the Trustee a confirmation from the chief financial officer together with the relevant calculations in an active Excel file concerning compliance with the financial covenants in paragraphs (1) to (5) above, not later than 7 business days from the date of publication of the quarterly/annual financial statements, as applicable.

If the Company’s equity drops below the Minimum Equity and/or the ratio of the debt to the CAP exceeds the ratio of the debt to the maximum CAP the ratio of the debt to the EBITDA exceeds the ratio of the debt to the maximum EBITDA and/or the EBITDA covenant was breached and/or the Ratio of Scope of Projects under Development to the Adjusted Balance exceeds the Maximum Ratio of Scope of Projects under Development to Adjusted Balance, the Company shall notify the Trustee of such in writing and report this data and the meaning of this data by means of an immediate report via the Magna system, no later than one business day after the publication of the financial statements (quarterly and annual). For purposes of this section, reporting via the Magna system will not be considered reporting to the Trustee.

Failure to comply with the Equity Covenant for two consecutive quarters and/or failure to comply with the debt to CAP ratio covenant for two consecutive quarters and/or failure to comply with the Ratio of Debt to EBITDA Covenant for two consecutive quarters and/or failure to comply with the EBITDA Covenant for two consecutive quarters (during the Undertaking Period) and/or the failure to comply with the Scope of Projects under Development to Adjusted Balance Covenant for two consecutive quarters, shall constitute grounds for declaring the outstanding balance of the Debentures (Series A) due and payable, as specified in sections 8.1.13, 8.1.14,8.1.29, 8.1.38 and 8.1.39 below (respectively).

    

If the Tel Aviv Stock Exchange decides to delist the Debentures from trading because the value of the bond series falls below the amount prescribed in the TASE Regulations regarding delisting, the Company shall act as follows:

Early redemption of the Debentures as aforesaid, will not grant to a Debenture Holder who redeems same as stated the right to the payment of interest in respect of the period after the redemption date.

The Company will publish notice of the earliest redemption date in an immediate report. The said notice will also detail the proceeds of the early redemption.

The Company may, at its sole discretion, call the Debentures (Series A) for early redemption, fully or partially, at any time, commencing 60 days have passed after the date of the listing thereof on the TASE, in which case the following provisions shall apply, all subject to the guidelines of the Securities Authority and the provisions of the TASE Rules and Regulations as shall be in effect on the relevant date:

For purposes of this section, “quarter” shall mean any of the following periods: January-March, April-June, July – September, October – December.

For purposes of this section – “Government Bond Yield” means the average yield (gross) to maturity in the seven business day period that ends two business days before the date of the notice of early redemption notice, of three series of government bonds in shekel not linked, whose average life is the closest to the average life of the Debentures (Series A) on the relevant date.

It is clarified that for the purpose of this subsection, order for the stay of proceedings or application pursuant to Section 350 of the Companies Law and/or a motion for a settlement or arrangement otherwise with respect to the Company, will be procedures in accordance with the Israeli law or a

parallel procedures, according to a foreign law, parallel in all material aspects to the Israeli procedure.

It is clarified that for the purpose of this subsection, application pursuant to Section 350 of the Companies Law with respect to the Company, will be procedures in accordance with the Israeli law or a parallel procedures, according to a foreign law, parallel in all material aspects to the Israeli procedure.

It should be clarified that the Cure Period with regard to said application filled outside of Israel will be 90 days from the date of submission thereof

It is clarified that for the purpose of this subsection, winding up procedures with respect to the Company, will be procedures in accordance with the Israeli law or a parallel procedures, according to a foreign law, parallel in all material aspects to the Israeli procedure

It is clarified that for the purpose of this subsection, liquidation procedures, will be procedures in accordance with the Israeli law or a parallel procedures, according to a foreign law, parallel in all material aspects to the Israeli procedure

Company will not receive any cure period with respect to the requests or orders submitted or given, as the case may be, by the Company or with its consent.

“Material Property of the Company” is a property or a number of cumulative properties of the Company or corporations under its control, the value of which, in accordance with the latest consolidated financial statements (audited or reviewed), on the date of an event of default the Company, exceeds 30% of the total consolidated assets of the Company under these financial statements (As in the case of a property owned by a company controlled by the Company, the value of the property shall be in accordance with the Company's share in that company). It is clarified that an asset used as collateral for a non-recourse loan shall not be deemed a Material Property for purposes of this section.

It is clarified that for the purpose of this subsection, receivership procedures, will be procedures in accordance with the Israeli law or a parallel procedures, according to a foreign law, parallel in all material aspects to the Israeli procedure

It is clarified that for the purpose of this subsection, foreclosure procedures against the Company, will be procedures in accordance with the Israeli law or a parallel procedures, according to a foreign law, parallel in all material aspects to the Israeli procedure

For purposes of this section 8.1.15, it is emphasized that as long as the Debentures (Series A) are rated by more than one Rating Agency, the review of the rating with respect to the grounds for immediate repayment shall be conducted, at any time, based on the lower rating.

several assets the cumulative value of which (as the case may be) in the last financial statements published before the relevant event occurred exceeds 60% of the value of its assets in the consolidated balance sheet, based on the said financial statements.

shall not constitute anymore grounds for immediate repayment and will be void and canceled.

including legal proceedings and applications for orders, as it finds fit and subject to the provisions of any law, to protect the rights of the Debenture Holders (Series A) and enforce the Company’s duty to meet another obligation under the Deed of Trust. Nothing in the foregoing shall prejudice and/or derogate from the Trustee’s right to institute legal and/or other proceedings, even if the Debentures (Series A) have not been declared due and payable, all with a view to protecting the Debenture Holders (Series A) and/or for purposes of issuing any order with regard to Trusteeship matters and subject to the provisions of any law. Notwithstanding the provisions of this section it is clarified that the right to declare the Debentures due and payable will arise only in accordance with the provisions of section 8 above and not by virtue of this section.

the Trustee is not entitled to delay the implementation of immediate repayment or the exercise of collateral that was provided (if provided) decided by a general meeting of the holders of Debentures in accordance with section 8 above, unless the event for which the decision to call for immediate repayment has been canceled or removed.

All receipts collected by the Trustee, except for its fees, expenses and repayment of any debt to it, in any way whatsoever, including but not only in consequence of declaring the Debentures due and payable, and/or as a result of proceedings instituted by it, if any, against the Company, shall be held by the Trustee in trust and shall be used for such purposes and according to the order of priorities as follows:

First – for the settlement of all expenses, payments, levies and obligations incurred by the Trustee, imposed on it, or caused in the course or in consequence of acts to execute the trust or otherwise, with respect to the terms of the Deed of Trust, including its fee (provided the Trustee does not receive its fee from the Company or from the Debenture Holders). Second – for the payment of any other amount pursuant to the “undertaking to indemnify” (as this term is defined in section 26.1.6 below); Third – for the payment to the Debenture (Series A) Holders who incurred payments pursuant to section 26.3.2 below;

The balance will be used, unless decided otherwise in a special resolution of a meeting of Debenture Holders (Series A), and subject to the TASE Regulations as shall be in effect from time to time, for such purposes and according to the following priorities: (a) First – to pay to the Debenture Holders interest in respect of the Debentures, including the arrears of the interest due to them under the terms of the Debentures (Series A), pari passu and pro rata to the sums of interest payable to each of them, without preference or priority with respect to any of them; (b) Second - to pay to the Debenture Holders (Series A) the arrears of the principal under the terms of the Debentures pari passue and pro rata to the amount of the principal in arrears payable to each of them, without preference or priority with respect to any of them; (c) Third – to pay to the Debenture Holders (Series A) the amounts of the interest owed to them under the terms of the Debentures held by them pari passu, and pro rata to the sums payable to each of them, without preference as to the time priority of the issuance of the Debentures by the Company or otherwise; (d) Fourth – to pay to the Debenture Holders (Series A) the amounts of the principal owing to them under the terms of the Debentures they hold, pari passu, whether or not such amounts have become due and pro rata to the sums owing to them, without any preference as to the time priority of the issuance of the Debentures (Series A) by the Company or otherwise.

The surplus, if any, shall be paid by the Trustee to the Company or its successors, as the case may be.

Withholding tax will be deducted from the payments to the Debenture Holders (Series A), to the extent there is a requirement to deduct withholding tax under any law.

The Debenture Holders (Series A) may change the above priorities by a special resolution adopted at a meeting of holders, in relation to alternatives (a) to (d) only. The above is subject to approval by the tax authority.

It is clarified that if the Company was required to incur any of the expenses but failed to do so, the Trustee shall act to collect said amounts from the Company and if it succeeds in obtaining

them they will be held by it in trust and will be used for the purposes and according to the order of priorities specified in this section.

The Trustee may instruct the Company in writing to transfer to the Trustee’s account (for the Debenture Holders) some of the payment (interest and/or principal) which the Company is required to pay the Holders, so that the amount intended for settlement as aforesaid will be transferred to the Trustee’s account (for the Debenture Holders) no later than one business day prior to the date of repayment to the Debenture Holders for the purpose of financing the proceedings and/or expenses and/or the Trustee’s fees pursuant to this Deed. The Company may not refuse to act in accordance with said notice and it shall be deemed to have fulfilled its obligations to the Holders if it proves that it has transferred the full amount to the credit of the Trustee’s account. Nothing in the foregoing shall relieve the Company of its obligation to incur the expenses and fees as aforesaid where it is required to incur them under this Deed or pursuant to any law. In addition, nothing in the foregoing shall derogate from the Trustee’s duty to act reasonably to obtain the amounts due to the Holders from the Company, which was used to finance the proceedings and/or expenses and/or the Trustee’s fees under the Deed of Trust.

Notwithstanding the provisions of section 10 above, in the event that the monetary sum obtained in consequence of the institution of proceedings as aforesaid, which at any time is available for distribution, as set out in section 10 above, is less than NIS 1 million, the Trustee shall not be obligated to distribute same, and it may invest such sum, in whole or in part, in such investments as are permitted under section 17 below and substitute such investments from time to time by other permitted investments under this Deed, as it deems fit according section 17 below. Where such investments, including accruals thereon, together with other funds received by the Trustee, total such amount as is sufficient to pay the aforementioned amount, the Trustee shall pay same to the Holders in accordance with the order of priorities set out in section 10 above. In the event that by the earlier of: the date of payment of the interest and/or principal or 3 months after receipt of the monetary amount, the Trustee does not have a sufficient sum to pay at least NIS 1 million, the Trustee may distribute the funds held by it to the Debenture Holders.

Notwithstanding the foregoing in this section 12 above, the Debenture Holders (Series A), according to the resolution adopted by them, may instruct the Trustee to pay them the distributable funds obtained by the Trustee as set forth in section 10 above, even if the sum total is less than NIS 1 million even if the time for payment of principal and/or interest has not arrived under the terms of the Debentures, subject to the provisions of the TASE Regulations and its guidelines as shall be in effect at the time. Notwithstanding the foregoing, the Trustee’s fees and the Trustee’s expenses will paid from the said funds when they become due (with respect to the expenses already paid to the Trustee, the Trustee will be reimbursed for said expenses immediately when the funds are obtained by the Trustee) even if the amounts obtained by the Trustee are less than NIS 1 million.

The Trustee shall give notice to the Debentures Holders (Series A) of the date and the place of effecting any payment of the installments set out in sections 10 and 12 above, in a prior 14 days' notice to be delivered to them in the manner designated in section 27 below. After the date designated in the notice, the Debenture Holders (Series A) shall be entitled to interest thereon at the rate designated in the Debentures, only in respect of the outstanding balance of the principal (if any), after deduction of the amount paid, or offered to be paid to them as aforesaid.

settlement of everything owing for the Debenture, also as redemption of the Debentures (Series A) by the Company.

All funds which the Trustee may invest under this Deed of Trust, shall be invested by it, in accounts of one of the four leading banks in Israel, provided the bank’s rating does not drop below AA-, in its name or to its order, in such investments as the laws of the State of Israel permit to invest trust funds therein, as it deems fit, all subject to the terms of this Deed of Trust, provided it invests the funds in bank deposits, treasury bills issued by the Bank of Israel and/or government bonds issued solely by the Bank of Israel or the US Government and/or similar securities issued by the US Government.

If the Trustee did same it will owe the holders, in respect of said amounts, only the proceeds from the disposal of the investments less its fees and expenses, less the fees and expenses related to the said investment and the management of the trust accounts and less the mandatory payments that apply to the trust account, and with respect to the remainder of said funds, the

Trustee shall act in accordance with the provisions of sections 12 and/or 14 above, as the case may be.

The Company hereby undertakes to the Trustee, so long as the Debentures (Series A) have not been repaid in full, as follows:

system and any report or information that will be published (in full) by the Company on the Magna system shall be deemed to have been delivered to the Trustee. Notwithstanding the aforesaid, at the Trustee’s request, the Company shall deliver to the Trustee a printed copy of the report or information as aforesaid.

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signed by the chief financial officer, regarding the Company’s compliance with the financial covenants set forth in section 6.4 of this Deed.

For purposes of this section –

“Foreign covenant” – a material financial covenant of the Company and of each associate of the Company, pursuant to an agreement with a financial institution or

with another entity that provided material credit to the Company or to an associate of the Company.

“Material financial covenant” – a financial covenant in respect of which non-compliance constitutes grounds for declaring the debt due and payable.

“Material credit” – credit that constitutes at least 20% of the Consolidated Equity Capital of the Company (including minority interest). For purposes of an associate – credit, the amount of which multiplied by the Company’s percentage holding (through a chain of holdings) in the associate is at least 20% of the Company’s consolidated equity (including minority interests).

Notwithstanding the provisions of section 27 below, the Company shall give the Trustee a written notice of non-compliance with the foreign covenant in addition to any immediate report that the Company will publish on the matter, if any.

toward the Trustee and its representatives in respect of any damage that was incurred or may be incurred to the Company directly or indirectly, in respect of that, on the basis of any action that was not taken by the Trustee and its representatives as aforesaid.

Subject to the provisions of the Law and the restrictions imposed on the Trustee under the law, the fulfillment of its role as Trustee, under this Deed, or its very status as Trustee, shall not prevent the Trustee from entering into various agreements with the Company, or entering into transactions with the Company in the ordinary course of its business.

The annual report shall include the following issues:

The Company shall pay the Trustee a fee as specified in Appendix 23 of this Deed.

exempt by law as shall be in effect from time to time) and/or in bad faith or maliciously or in violation of the provisions of this Deed, all subject to and in accordance with the statutory provisions.

The Trustee may, as part of the management of trust affairs, appoint an attorney or other agent/s to act in its stead, to perform or participate in the performance of special acts to be performed with respect to the trust and pay a reasonable fee to any such agent, and, without derogating from the generality of the foregoing, institution of legal proceedings. The Trustee may also pay, at the Company’s expense, the fees of any such agent including by deducting the payment from the funds received by it and the Company shall reimburse the Trustee immediately upon its first request for any such expense, all provided the Trustee gave the Company advance notice regarding the appointment of agents as aforesaid insofar as it is possible under the circumstances and to the extent that this will not prejudice the rights of the holders. It is clarified that the publication of the results of a holders meeting with respect to a resolution to appoint agents as aforesaid shall constitute sufficient notice for the Company.

It is clarified that the appointment of said agent shall not release the Trustee from any responsibility for its actions and for the actions of its agents.

thing done and/or not done in any way in connection with the subject matter hereof.

All the above on condition that:

The indemnification undertaking under this section 26.1 is hereinafter referred to as the "indemnification undertaking."

It is hereby agreed that in the event it is alleged against the parties entitled to indemnification that: (1) they acted in bad faith, or outside the framework of their duties, or not in accordance with the statutory provisions or the Deed of Trust; and/or (2) they were guilty of non-exempt negligence under any law; and/or (3) they acted willfully – the parties entitled to indemnification shall be entitled, immediately upon demand, to payment of the amount of the indemnification undertaking. However, where it has been determined in a peremptory rule that the parties entitled to indemnification did in fact act in the manner alleged against them as set forth above, they shall refund the amounts of the indemnification undertaking that were paid to them.

accordance with the duties imposed on it by any statute and by this Deed. For purposes of this section, an action of the Trustee that was approved by the Company and/or the debenture holders shall be deemed an action that was reasonably required.

The Trustee is authorized to determine the amount of the financing cushion, and it shall be entitled to act again to create an additional financing cushion, from time to time, in an amount to be determined by it.

indemnification undertaking in accordance with the provisions of section 26.4.1.

"Proportionate share" means: The proportion of the Debentures (Series A) held by the holder on the relevant effective date as provided in section 26.4 above out of the nominal amount in circulation on that date. It is clarified that the calculation of the proportionate share shall remain fixed even if after that date there is a change in the par value of the Debentures held by the holder.

It is clarified that the debenture holders who are liable to cover expenses as provided in this section above, may bear expenses as provided in this section above, beyond their proportionate share, and in such case the order of priorities as provided in section 10 of this Deed shall apply to the reimbursement of the amounts.

for participation in the meeting (as such date was specified in the notice of invitation).

(7) financial covenants; (8) distribution restrictions, if any; (9) provisions regarding a negative pledge; (10) provisions in connection with the adjustment of interest rate in the event of downgrading and/or in case of violation of financial covenants;; the Trustee may, from time to time and whenever, in its opinion, this does not harm the rights of the holders of Debentures (Series A), forgive any violation or non-fulfillment of any of the terms of the Debentures or non-fulfillment of any of the terms of the Deed of Trust by the Company.

Upon proof to the Trustee's satisfaction that all the Debentures (Series A) were paid or redeemed or upon the Company's depositing in trust with the Trustee amounts sufficient for the full and final redemption of the Debentures at par, and upon proof to the Trustee's satisfaction that its entire fee and all the expenses incurred by the Trustee and/or its proxies in connection with its activity under the Deed of Trust and in accordance with its instructions were fully paid to it, the Trustee shall be obligated, upon the Company's first demand, to act with the monies deposited with it in respect of Debentures (Series A) whose redemption was not demanded in accordance with the terms of this Deed.

Meetings of holders of Debentures (Series A) shall be conducted as provided in the Second Schedule to this Deed.

The law governing the Deed of Trust and its appendices, including the Debentures, is the Israeli law. In any matter not referred to in this Deed and in case of a contradiction between the statutory provisions and this Deed, the parties shall act in accordance with the provisions of the Israeli law⁶.

The sole court with jurisdiction to consider matters related to this Deed and its appendices and to the debenture appended hereto shall be the competent court in Tel Aviv-Jaffa.

The Company, the officers of the Company and the Subsidiary shall not oppose an application by the Trustee and/or the holders of Debentures (Series A) to a court in Israel, if any is submitted, for the application of Israeli law in case of a settlement and arrangement and

insolvency, they may not apply at their initiative to a court outside Israel for protection against a proceeding that is instituted by the Trustee and/or the holders of Debentures (Series A) of the Company, and they may not object if the court in Israel seeks to apply the Israeli law in case of a settlement and arrangement and insolvency with regard to both the Company and the Subsidiary.

Furthermore, the Company and the officers of the Company undertake irrevocably not to argue against the local jurisdiction of the court in Israel in connection with proceedings that are brought by the Trustee and/or the holders of Debentures (Series A) of the Company, as stated above.

In addition to the foregoing, the Company undertakes to receive the irrevocable written undertakings of all of the officers serving in the Company and the Subsidiary on the date of signature of this Deed, and immediately after the appointment of additional officers to the Company and/or the Subsidiary, as the case may be, an irrevocable written undertaking of such officer, originally signed (hereinafter: "Undertakings by the Officers"), not to oppose a request by the Trustee and/or the holders of Debentures (Series A) in a court in Israel, if any is submitted, for the application of the Israeli law in case of a settlement and arrangement and insolvency of the Company and the Subsidiary, not to apply at their initiative to a court outside Israel for protection against a proceeding that is instituted by the Trustee and/or the holders of Debentures (Series A) of the Company, not to object if a court in Israel seeks to apply the Israeli law in case of a settlement and arrangement and insolvency of the Company, and not to argue against the local jurisdiction of the court in Israel in connection with proceedings that are brought by the Trustee and/or the holders of Debentures (Series A) of the Company.

For the avoidance of doubt, it is clarified and emphasized that the Undertakings by the Officers shall also explicitly include an irrevocable undertaking not to institute at their initiative an insolvency proceeding under any foreign law.

The Undertakings of the Officers shall be published in an Immediate Report as part of the pre-offering reports and at the time of the appointment of any officer in the Company and/or the Subsidiary during the life of the Debentures (Series A).

Without derogating from the other provisions of this Deed and the Debentures (Series A), any waiver, time extension, relaxation, silence or inaction (hereinafter: "waiver") on the part of the Trustee with respect to the non-fulfillment or partial or incorrect fulfillment of any of the undertakings towards the Trustee under this Deed and the Debentures (Series A), shall not be deemed as the Trustee's waiver of any right but only as consent limited to the particular occasion on which it was given. Without derogating from the other provisions of this Deed and the Debentures (Series A), any change in the undertakings towards the Trustee requires the Trustee's prior written consent. Any other consent, whether verbal or by way of waiver and inaction or other than in writing, shall not be deemed consent at all. The Trustee's rights under this agreement are autonomous and independent of each other and are in addition to any existing

and/or future right of the Trustee by law and/or agreement (including this Deed and the Debenture (Series A)).

The parties' addresses shall be as set out in the preamble to this Deed, or any other address regarding which a suitable written notice is given to the other party.

In accordance with the provisions of the Securities Regulations (Electronic Signature and Reporting), 5763-2003, the Trustee hereby authorizes the person authorized for that purpose by the Company to report electronically to the Securities Authority regarding this Deed of Trust.

I, the undersigned, Adv. Maayan Blumenfeld, from the office of Shimonov & Co. – Law Firm, certify that this Deed of Trust has been signed by the authorized signatories of KBS SOR (BVI) Holdings, Ltd Limited, through Messrs. _________, and their signatures are binding on the Company in connection with this Deed of Trust.

Issue of a series of up to NIS 1,000,000,000 par value of registered Debentures (Series A), bearing fixed annual interest at a rate to be determined in a tender (hereinafter: "Interest") and repayable in five (5) equal annual installments on March 1^st of each of the years 2019 to 2023 such that each payment will be equal to 20% of the total nominal principal of the Debentures (Series A). The interest on the Debentures (Series A) will be paid in two semiannual installments, the first installment to be paid on September 1^st, 2016 and on March 1^st and September 1^st of each of the years from 2017 to 2023 (inclusive). The interest will accumulate from the date of the allotment of the Debentures (Series A) until the final repayment date on March 1^st, 2023 (inclusive).

By:

Authorized signatory ____________________ Authorized signatory ____________________

I, the undersigned, Adv. ______________________, certify that this debenture certificate has been duly signed by KBS SOR (BVI) Holdings, Ltd in accordance with its articles, through Messrs. ____________________________, and their signatures are binding on the Company for the purposes of this debenture.

___________________, Adv.

In this Debenture (Series A), the terms below shall have the meaning set out next to them, and terms for which no meaning is provided below shall have the meaning given to them in the Deed of Trust, unless the context dictates another meaning.

For details regarding the Debentures (Series A), see section 2 of the Deed of Trust.

event of a change in the rating of the Debentures (Series A)⁷ and/or noncompliance with financial covenants as set forth in sections 5.3 and 5.4 of the Deed of Trust).

If the date specified for making any payment of principal and/or interest falls on a day that is not a business day, the payment date shall be deferred to the business day immediately following that day, with no additional payment, and the "effective date" for determining entitlement to redemption and interest shall not be changed by reason thereof.

See section 6 of the Deed of Trust.

As to nonpayment for a reason beyond the Company's control, see the provisions of section 14 of the Deed of Trust.

As to the register of holders of Debentures (Series A), see section 29 of the Deed of Trust.

The Debentures are transferrable with respect to the full amount of the nominal principal, and also a part thereof, provided it is in whole shekels. Any transfer of the Debentures shall be made by a deed of transfer drawn up in the accepted form, duly signed by the registered holder or his legal representatives and by the transferee or his legal representatives, which shall be delivered to the Company at its registered office together with the certificates of the Debentures which are being transferred on the basis thereof as well as any other reasonable proof as requested by the Company in evidence of the transferor's right to transfer them. If any tax or other mandatory payment applies to the deed of transfer of the Debentures, the Company shall be given reasonable proof of the payment thereof. The Company's articles as relating to the transfer and endorsement of fully paid-up shares shall apply, mutatis mutandis, as the case may be, to the transfer and endorsement of the Debentures. If only a part of the amount of the nominal principal in a debenture certificate is transferred, the debenture certificate shall first be split, as provided in section 9 below, into the number of debenture certificates necessitated thereby, such that the total of the amounts of the nominal principal in those debenture certificates is equal to the amount of the nominal principal of such debenture certificate. Following the fulfillment of all the above stated conditions, the transfer shall be recorded in the Register, and the Company may demand that a caveat regarding such transfer be recorded on the transferred debenture certificate that is to be transferred to the transferee, or that a new debenture certificate be issued to him in its stead, and the transferee shall be subject to all the conditions set forth in the transferred debenture certificate, such that the term "holder" where it appears shall be deemed to refer to the "transferee," and the transferee shall be regarded as the "holder" for purposes of the Deed of Trust.

As to early redemption of the Debentures at the initiative of the TASE and as to early redemption at the Company's initiative, see section 7 of the Deed of Trust.

As to the purchase of the Debentures, see section 3 of the Deed of Trust.

As to waiver, settlement and changes to the Deed of Trust see section 28 of the Deed of Trust.

General meetings of the holders of Debentures (Series A) shall convene and be conducted in the manner provided in the Second Schedule to the Deed of Trust.

As to receipts from the debenture holders, see section 15 of the Deed of Trust.

As to immediate repayment of the Debentures, see section 8 of the Deed of Trust.

As to notices, see section 27 of the Deed of Trust.

As to the governing law and jurisdiction, see sections 33 and 34 of the Deed of Trust.

In case of a contradiction between this schedule and the Deed of Trust, the provisions of the Deed of Trust shall prevail⁸.

At any holders' meeting, the Trustee or whoever is appointed by it shall act as chairman of that meeting.

In a meeting having on its agenda a resolution on a matter which the Deed of Trust or the debenture provides is subject to a special resolution, the quorum shall be the presence of debenture holders holding at least fifty percent (50%) of the outstanding nominal amount of the Debentures, or in an adjourned meeting, the presence of debenture holders holding at least twenty percent (20%) of the balance of the nominal amount of the Debentures. The majority required for adopting a special resolution (whether in the original meeting or in the adjourned meeting) is two thirds (2/3) of the outstanding nominal amount of the Debentures represented in the vote.

the debenture holders in writing, in a letter attached to the voting instrument, in order to persuade them regarding the manner of their voting on matters put forward for consideration in a meeting (in the schedule – "position statement").

A debenture holder or his proxy may use part of his votes to vote for a particular proposed resolution, another part to vote against, and another part to abstain, all as he sees fit.

the Company and/or securities of any other corporation relevant to the resolution that is being submitted to the meeting for approval (as set out in the voting instrument), according to the declaration of that holder.

The existence of a conflicting interest shall be determined also based on a general test of conflicts of interest which the Trustee shall conduct. Furthermore, for the avoidance of doubt, it is clarified that the provisions regarding the definition of Debenture Holders having a conflicting interest shall not derogate from the provisions of the law, the case law and the binding guidelines of the Securities Authority relating to the definition of debenture holders having a conflicting interest, as applying at the time of the examination.

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which was set as the maximum percentage permitting service on an emergency representation committee according to the directives of the Antitrust Commission relating to the establishment of an emergency representation committee.

the Company any additional grace period beyond that stated above. It is clarified that the actions of the Emergency Representation Committee and the cooperation among its members shall be limited to consideration of the possibility of granting such a grace period, and no other information that does not relate to the grant of a grace period as stated shall be exchanged among the members.

    

The Company shall pay the Trustee for its services in accordance with this Deed of Trust as set forth hereinafter:

The amounts included in sections 1.1 and 1.2 above are hereinafter referred to as the "annual fee."

"Reasonable expenses" - reasonable amounts which shall be expended by the Trustee in the fulfilment of his duties and / or by virtue of the powers vested in it under this Deed of Trust, including: costs and expenses in respect of summoning and convening of a meeting of the holders of the Debentures and expenses for tasks and travel and press publications in connection with the convening of the meeting and to the extent required under any law.

enacted pursuant to Amendments 50 and 51 to the Securities Law) and/or regulations and/or other binding provisions applying to the Trustee's activities and its liability under this Deed of Trust.

The holders shall bear such difference by way of deduction of the proportion of the difference from any payment made by the Company to the holders of Debentures from the relevant series in accordance with the terms of the Deed of Trust, and the transfer thereof directly to the Trustee.