AZRIELI CENTER OFFICE LEASE

1.

Preamble and interpretation

1.1

The preamble and the annexes of this agreement constitute an integral part hereof.

1.2

The headings of the sections of the agreement are inserted solely for the sake of brevity and convenience and do not constitute part of the agreement and shall not be used in the interpretation thereof.

1.3

All references in this agreement to the singular shall also include the plural and vice versa. All references to the masculine gender shall also include the female, and vice versa.

2.

Definitions and annexes

2.1

The following terms in this agreement shall be attributed the meanings specified by their side:

2.2

This agreement contains the following annexes which constitute an integral part hereof, including any annex which is or will be added, with the consent of the parties:

3.

The tenancy and representations of the parties

3.1

The landlord undertakes to lease the premises to the tenant and the tenant undertakes to lease the premises from the landlord for the period specified in this agreement.

3.2

Revoked.

3.3

The tenant represents:

3.3.1

That he saw and inspected the land and the surrounding area, the plans of the project and the premises, the city building scheme, the blueprint Annex "B" and the technical description of the premises Annex "C", and inspected the planning status of the land, the project and the premises with the planning authorities and with any other official as he saw fit, and that he is familiar with and knows all the details relating to them, and confirms that he found the project, the premises, the blueprints, the plans and the technical description suitable for his needs and purposes from every aspect and he waives all claims of inconsistency, defect except for a latent defect or any other claim in respect thereto.

3.3.2

If the premises are ready for occupancy prior to the signing of this agreement, the tenant states that in furtherance of the provisions stated in section 3.3.1 above, that he saw the completed premises and all sections and details thereof and inspected it and found it suitable for his needs from all aspects to his complete satisfaction.

3.3.3

That he knows that the landlord is entitled to make changes to the city building scheme, the plans of the project, his premises and technical description - as per its absolute discretion, or as a result

of planning or other constraints, or due to orders by the relevant authorities. The tenant agrees and represents that the making of such changes, shall not infringe on his representations or agreements as specified in this section provided that they do not detract from the tenant’s ability to use the premises in accordance with the purpose of the tenancy as defined herein and provided that this use will not be inferior to the use which the tenant could make of the premises under the city building scheme and which is subject to the purpose of the tenancy.

3.4

The tenant represents that he is aware that until the conveyance date, the landlord is entitled, in its sole discretion, to change the location of the premises that appear on the blueprints, to another location in the project, provided that the size of the premises is not altered more than fifty percent. The tenant shall not be entitled to revoke the agreement due to this change, except if the change of location is a material change.

4.

Size of the premises

5.

Purpose of the tenancy

5.1

The tenant is leasing the premises from the landlord for the sole purpose as specified in the Annex of Special Terms, and not for any other purpose and/or requirements of any kind, without exception.

5.2

The tenant undertakes not to use the premises or any part thereof for any other purpose other than the purpose of the tenancy. The tenant undertakes that he will not change the purpose of the tenancy without obtaining the prior written consent of the landlord.

5.3

If the tenant wishes to change the purpose of the tenancy, in whole or in part, he will first send a letter to the landlord in which he will specify the new purposes and the reasons and explanations for the request. The landlord shall not be obligated to give its consent to the requested change. The landlord shall not withhold its consent except on reasonable grounds.

5.4

The breach of this section with all its terms shall constitute a fundamental breach of the agreement.

6.

Tenancy period

6.1

The tenancy period of this agreement shall be as specified in the Annex of Special Terms beginning from the conveyance date and ending on the date stated in the Annex of Special Terms (hereinafter: "Initial Tenancy Period").

6.2

If the tenant is granted, in the Annex of Special Terms, the right to extend the tenancy, the tenant may lease the premises for an extended tenancy period or for extended tenancy periods (in this agreement: "Extended Tenancy Period" or "Extended Tenancy Periods") as specified in the Annex of Special Terms. An extended tenancy period, if any, shall begin upon the termination of the initial tenancy period and any extended tenancy period, if any, shall begin upon the termination of the preceding tenancy period, but in no event shall the tenancy pursuant to this agreement last more than twenty four years and eleven months.

6.3

An extension of the tenancy period after the termination of the initial tenancy period or after the termination of any of the extended tenancy periods is contingent upon compliance with all of the following terms in aggregate:

6.3.1

The tenant gave the landlord at least four (4) months advance written notice prior to the start of each extended tenancy period, of his intent to extend the tenancy period.

6.3.2

Until the start of the extended tenancy period, the tenant complied with all of his obligations pursuant to this agreement, and did not commit a fundamental or recurring breach of the agreement.

6.3.3

The tenant provides the landlord prior to the start of the additional tenancy, with all the confirmations and instruments required to extend all the securities that were given by him to the landlord to the landlord’s complete satisfaction.

6.4

If all the terms for extending the tenancy for an additional term have not been fulfilled, then the agreement will end with the termination of the preceding tenancy period, and the tenant will vacate the premises at the termination of the tenancy period in accordance with the terms of the agreement.

6.5

If the tenant gives the landlord notice of an extension of the tenancy for an additional period, but the tenancy was not extended due to a breach by the tenant of the agreement and/or a failure to renew the securities as required or if the tenant changed his mind and clearly cancelled his notice, then without derogating from the provisions of this agreement or any relevant law and without derogating from any measure available to the landlord by this agreement and/or relevant law and/or from the duty of the tenant to vacate the premises at the end of the tenancy period, the tenant shall be obliged to pay rental fees for a period of 4 (four) additional months after the end of the tenancy period as fixed compensation and the landlord shall be entitled to collect this sum from any security it holds.

6.6

It is understood that the provisions above regarding an extension of the tenancy period for an extended tenancy period or for extended tenancy periods, are subject to the provisions stated in the Annex of Special Terms. In the event that the tenant’s entitlement to extend the tenancy period or the extended tenancy periods and their terms are not specified in the Annex of Special Terms then the aforementioned provisions shall not apply to the extension of the tenancy period and the tenant shall not be entitled to extend the tenancy period for all intents and purposes without the prior written consent of the landlord.

6.7

If the agreement is extended for an extended tenancy period and/or periods, all the provisions of this agreement, mutatis mutandis, will apply to those periods.

6.8

The tenant may not suspend the tenancy and/or vacate the premises prior to the expiration of the tenancy period, and if nonetheless the tenant does vacate the premises prior to the expiration of the tenancy period, the tenant shall be liable for all the payments applicable to him under this agreement, until the end of the tenancy period, unless the premises are leased by an alternative tenant in accordance with section 22 herein.

7.

Rental fees

7.1

The tenant will pay the landlord rental fees for the tenancy beginning from the conveyance date, as specified in the Annex of Special Terms, together with linkage differential and lawful VAT.

7.2

Rental fees will be linked to the index. However, the parties agree that rental fees paid for any quarter shall not be less than the rental fees paid for the preceding quarter.

7.3

Rental fees for each quarter will be paid up front by the tenant to the landlord with differential linked to the index, on the first day of each quarter. If a payment date falls on a non business day (Sabbath, holiday etc.) then the payment will be deferred to the first subsequent business day.

7.4

Payment of rental fees by the tenant shall be done through a standing bank order by the tenant or in any other manner so instructed by the landlord after coordination with the tenant. In order to collect the rental fees and linkage differential or any other sum owed by the tenant to the landlord, the tenant undertakes to produce for the landlord, on a date to be determined by the landlord but in any event within 7 days of the signing of this agreement or 7 days prior to the conveyance date, the earlier of the above, a standing bank order in the form accepted by the bank.

7.5

If the Annex of Special Terms contains a proviso that the tenant is entitled to extend the tenancy period for an additional tenancy period, rental fees shall be revised for the entire extended tenancy period for a sum determined by a formula set forth in the Annex of Special Terms.

7.6

The tenant undertakes to pay the rental fees, management fees and all taxes and other payments applicable to him, during the entire tenancy period, without stipulation, whether or not he makes use of the premises.

7.7

The provisions of this section 7 are fundamental and material provisions of this agreement, and the breach thereof constitutes a fundamental breach of the agreement.

7.8

The parties agree that insofar as the tenant has not received a notice stating otherwise from Bank Leumi of Israel Ltd. or from Bank Hapoalim Ltd., payment of the rental fees, as contemplated by section 7.4 above, will be made by him directly to account number 199999 in Bank Hapoalim Ltd., Montefiore branch 781 in Tel-Aviv.

8.

Taxes and additional payments

8.1

The tenant, for the duration of the entire tenancy period, shall make all payments, surcharges, municipal taxes, taxes and mandatory payments of any kind, municipal and/or governmental or others, including any fee, license or permit fees of any kind pertaining to the premises and/or its operation and/or its maintenance, in addition to all the payments clearly stated in this agreement. The tenant must also pay all taxes or surcharges and/or betterment fees, imposed on the premises due to deviant use of the premises contrary to the city building scheme applicable to the premises relating to use of the premises, its operation, maintenance, or related to rental fees that will be imposed in the future and which do not exist at the signing of this agreement.

8.2

Without derogating from the foregoing generalities, the tenant shall be responsible, during the entire tenancy period, to pay for the supply of water, electricity, phone, arnona , business tax, sign tax, or any other cost resulting from the use of the premises and the operation thereof.

8.3

The tenant shall remit, for the entire tenancy period, in a timely fashion, all payments owed by him for maintenance and management of the project as specified in the management agreement. The tenant shall pay in a timely fashion all the payments owed by him, for use of the parking lots in accordance with the provisions of the parking agreement to be signed by him and for all other associated payments which he must make pursuant to this agreement and its annexes.

8.4

The tenant undertakes to notify the local authority and other relevant bodies in writing, of his lease of the premises and to specify in such notice the size of the premises as it appears in the Annex of Special Terms. The tenant undertakes to act so that all bills sent by the municipality or any other bill requesting payments and/or taxes applicable to him, will be issued to the tenant based on the size of the premises specified in Annex "A". At the end of the tenancy period and onward the tenant will reinstate the name of the landlord or any other name, as he is so instructed, on the bills.

8.5

Each payment which the tenant must make to the landlord and/or the management company in accordance with the provisions of this agreement, shall be made together with VAT, at the rate as will be from time to time pursuant to law and/or any tax which will replace it and/or

any tax which by law is applicable to any payment which the tenant must make under this agreement. A lawful tax receipt for payment of the VAT will be given to the tenant immediately after the payment for such tax has cleared.

8.6

The tenant undertakes to show the landlord from time to time at the landlord’s demand, all the receipts and/or confirmations indicating that he indeed made all the payments which he was obligated to make pursuant to this agreement, within 4 business days of receiving an advance written demand for such by the landlord.

8.7

If the landlord makes a payment, for any reason, which according to this agreement the tenant was obliged to pay, the tenant must reimburse the landlord for any sum expended by it, immediately upon the first demand to do so. Original receipts of the landlord’s regarding such payments shall be conclusive proof of their accuracy.

9.

Construction and modification of the premises

9.1

In this agreement:

9.1.1

"Specifications Work" - the work which the landlord undertook to carry out according to the blueprint Annex "B" and the technical description Annex "C" of this agreement.

9.1.2

"Landlord’s Work" - work and modifications to the premises beyond the specifications work to which the landlord agreed, at the request of the tenant, to carry out for the tenant at his expense, as specified in Annex "C".

9.1.3

"Tenant’s Work" - various construction on the premises beyond the specifications work and the landlord’s work which the tenant is interested in doing to the premises on his own.

9.2

No later than the date specified in the Annex of Special Terms, the tenant will deliver for the inspection and approval of the landlord, technical specifications, and plans adapted for execution, signed by the tenant, of all the works and modifications needed to be carried out on the premises by a breakdown of the specifications work, landlord’s work and the tenant’s work. Without derogating from the foregoing generalities, the plans shall contain plans for the distribution of partitions and division of the premises into rooms, location of electrical points and outlets, telephone outlets, communication points, air conditioning, computers etc., distribution of lighting fixtures, and any other detail related to the landlord’s and tenant’s works.

9.3

The landlord is entitled to approve the plans and technical specifications, ask for further details about them, make changes to them or refuse to approve them, provided that a refusal to approve the tenant’s plans are based on reasonable grounds only. The landlord may also refuse to carry

out some or all of the works that the tenant asked to be included as part of the landlord’s works. The tenant may carry out these works as part of the tenant’s works. When the tenant does submit a request for the landlord’s approval, the landlord shall give its reasoned answer within 21 days.

9.4

The parties shall decide among themselves the price for the landlord’s work, the terms of payment and the other terms relating to the carrying out of the landlord’s work and the tenant shall make such payment to the landlord in the manner agreed together with lawful VAT. To dispel any doubt, it is understood that the landlord’s work is subject to what is expressly agreed among the parties and the satisfaction of all the tenant’s obligations in respect to such agreements.

9.5

The landlord shall allow the tenant to carry out the tenant’s work on the premises at the same time the landlord, through its contractors, is carrying out various works in the project as well as the specifications work and landlord’s work in the premises.

9.6

The tenant may begin the tenant’s work on the premises prior to the conveyance date from the date he is given license to do so by the landlord as specified in Annex "A". The tenant shall be obligated to carry out and finish sections of the tenant’s work by certain dates as the landlord will so instruct him taking into account the landlord’s needs, in order to allow it to carry out the specifications work and the landlord’s work. The landlord may suspend, periodically, after giving advance notice, for a reasonable time, the license granted to the tenant for specific periods in various sections of the premises as required to carry out the specifications work and the landlord’s work which cannot be carried out simultaneously with the tenant’s work.

9.7

The status of the tenant on the premises and the project during the period between the granting of a license until the conveyance date shall be as a licensee on behalf of the landlord, whereas this permission may be suspended from time to time, in the reasonable judgment of the landlord, and whereas the permission is expressly limited to the carrying out of the tenant’s work on the premises only in order to adapt and modify the premises to his needs.

9.8

The tenant represents that he is aware that carrying out the specifications work and the landlord’s work is contingent, inter alia, upon the submission of the plans and specifications by the tenant and their timely approval as stated, particularly in respect to all matters related to the planning and installation of partitions, air conditioning system, lighting, electricity, telephones, and the other systems on the premises insofar as they are included in the specifications work and the landlord’s work, as well as other work required to complete the premises. Therefore, the landlord shall not be liable for any delay or setback in the completion of the premises and/or in its conveyance to the tenant that is due to a delay by the tenant in submitting the plans or specifications for the landlord’s approval as stated above or a delay in conforming them to the landlord’s requirements.

9.9

The following provisions shall apply to the tenant’s works insofar as they are carried out:

9.9.1

The tenant shall execute the tenant’s works in a manner that will cause minimal interference with the other works in progress on the premises and the project regardless of whether they are being carried out by the landlord or by another on its behalf or by other tenants.

9.9.2

The tenant will be responsible to coordinate the tenant’s work in advance with the landlord and its contractors as well as any other person associated with the work on the premises and the project who will be brought to his attention in advance. The tenant undertakes to keep the landlord’s representative apprised on a

continuous basis of the progress of the tenant’s work and to provide him periodically, upon his request and for his approval, schedules and milestones regarding the carrying out of the tenant’s work. The tenant undertakes to carry out the tenant’s work according to the schedules and milestones and to make timely reports to the landlord’s representative of any expected deviation or irregularity from them.

9.9.3

The landlord may supervise the tenant’s work. The tenant undertakes that while he holds the status of a licensee and during the carrying out of the tenant’s work, he or any worker employed by him, will comply with instructions issued by the landlord’s representative and will act in compliance therewith.

9.9.4

It is understood that a deviation by the tenant from the plans or specifications approved by the landlord, constitutes a fundamental breach of this agreement and in such instance, the landlord may suspend the carrying out or continuation of the tenant’s work which deviates from the terms of the approval and may demand that the tenant restore the condition of the premises to its former state without such action detracting from any other right of the landlord under this agreement and/or any relevant law.

9.9.5

To carry out the tenant’s work, the tenant undertakes to use only licensed and skilled professionals, standardized equipment and materials as specified in the specifications and the plans that were approved by the landlord. The tenant shall be solely responsible for equipment and materials brought by or for him to carry out his work and installations, during the entire time they are situated on the project.

9.9.6

The tenant and/or anyone acting on his behalf shall not be entitled to store or place material or equipment inside the project outside of the premises, or to use them to perform work without the express prior written approval of the landlord.

9.9.7

The tenant and he alone shall be legally responsible to the landlord to any third party for any damage that he causes to the premises and/or the project and/or other leased space and/or to other tenants of the project and/or the landlord and/or any third party as a result of the tenant’s work.

9.9.8

The tenant will insure his liability as stated and if the tenant hires any contractors to perform any of the tenant’s work, the tenant will act so that those contractors are also insured with coverage that is consistent with the range of relevant risks and that this coverage will not be less than what is stated in this agreement. A precondition to the start of any type of work on the premises by the tenant is that the tenant will provide the landlord with a confirmation of the arrangement of construction insurance as mentioned in section 25 herein.

9.9.9

If a building permit or any other permit or license is required by law or custom to carry out any of the tenant’s work the tenant shall have the duty to obtain them prior to beginning the work. The landlord shall cooperate and sign all documents required to have these authorizations issued.

9.9.10

The landlord will provide the tenant with water, for a fee, and electricity for the tenant’s work pursuant to the tenant’s request after coordination with the project manager and the chief contractor, whereby the tenant will pay for the water and electricity that he consumes.

9.11

A delay by the tenant in completing the tenant’s work that is not due to an act or omission by the landlord, shall not defer the date for the start of the lease.

9.12

The tenant, and he alone, shall be responsible for any damage and/or loss that will be caused to him and/or the landlord and/or the management company in the event that the tenant fails to complete the tenant’s work on time as stated above until the date of conveyance of the premises provided that the delay was not a direct result of an act or omission by the landlord.

9.13

Without derogating from the foregoing generalities, the tenant shall pay rental fees and the remainder of payments which he must make pursuant to this agreement and will comply with all of his obligations as specified in this agreement - even if conveyance of the premises is deferred due to the delays mentioned above - except for a period of delay which was caused by an act or omission by the landlord.

10.

Right of revocation

11.

Conveyance of the premises

11.1

The landlord shall give the tenant at least 14 days advance notice of the conveyance of the premises prior to the conveyance date, which will be the estimated date stated in Annex "A".

11.2

A delay in the conveyance of the premises shall be considered a fundamental breach of the agreement.

11.3

The tenant undertakes to appear at the premises on the conveyance date for which he received prior notice as stated in section 11.1, and to accept the premises, subject to the completion of the premises according to the blueprints and the technical description, insofar as the matter relates to the landlord’s work and subject to the provisions of this agreement.

11.4

At the conveyance of the premises, whether or not the tenant is present, the landlord’s representative will prepare a conveyance protocol and this protocol will serve as conclusive and absolute proof that the tenant accepted the premises in accordance with the terms of this agreement, subject to the landlord’s obligations to finish and make the repairs specified in the conveyance protocol in the event that such exist.

11.5

To dispel any doubt, it is understood that the tenant’s abstention from accepting the premises or from appearing on the conveyance date or cooperating with the landlord in the preparation of the protocol and/or the existence of any defects which according to the architect’s determination prevent use of the premises and/or the need to complete work in the premises by the landlord, shall not serve as an excuse for refusing to accept conveyance, and in any such event the conveyance will be deemed to have taken place on time and the tenant will be obligated to accept the premises unless the architect determines that the defects or the need to complete the work as stated prevents the conveyance of the premises.

11.6

The tenant’s acceptance of the premises constitutes confirmation by him that the premises were delivered to him in full satisfaction of the terms of this agreement and to his full satisfaction, and that he has no nor will have any claims regarding the premises or this agreement, subject to that stated in the conveyance protocol and the landlord’s satisfaction of its obligations under this agreement. With the exception of a latent defect or inconsistency.

11.7

Without derogating from the foregoing generalities, conveyance of the premises to the tenant is contingent upon satisfaction of all the tenant’s obligations in accordance with this agreement including payment of rental fees, the production of a standing bank order, securities, and confirmations of insurance, etc.

11.8

The tenant undertakes to accept the premises on the conveyance date. The tenant acknowledges that in the event that he does not appear to accept the premises on the conveyance date, after being given a notice regarding the date of the conveyance by the landlord or if the premises is not given to the tenant due to the non fulfillment of one or more of the tenant’s obligations, he shall be deemed as having accepted conveyance of the premises on time without any reservations regarding its condition, and the duty to pay rental fees, management fees and any other payment in accordance with this agreement shall be paid by the tenant from this date onward.

11.9

The landlord shall repair defects mentioned in the conveyance protocol instantly, insofar as possible, with the goal of doing all the repairs, if there are any, at one time. Defects that require urgent repairs shall be made at the earliest possible time by the landlord.

12.

Permits and licenses

12.1

The tenant and he alone shall be responsible to obtain the permits and licenses required by law to manage his business on the premises and keep them valid, at his own expense and under his sole responsibility.

12.2

The tenant represents that he is proficient and familiar with the business that he intends to operate on the premises and in all matters regarding the licensing and permits required to operate such business. The tenant checked and is familiar with the requirements of the various authorities including the local authority, home command, sanitation department, Ministry of Health, Ministry of the Environment, etc. and he took these requirements into account when he signed the agreement and when he planned the modifications to the premises and specifications of the landlord’s work and the tenant’s work.

12.3

The landlord undertakes to sign, at the tenant’s request, all documents and/or applications required to obtain a business license and/or other permit needed to operate the business lawfully subject to the provisions of the law insofar as is required from it as owner of the premises provided that the signing of such instruments does not impose upon any type of liability whatsoever on the landlord.

12.4

Without derogating from the foregoing, the tenant undertakes to manage his business and comply with all the requirements of the Business Licensing Law, 5728 - 1968, to obtain all licenses and permits required by law to operate the tenant’s business on the premises in accordance with the purpose of the tenancy, and to renew them on a yearly basis or on any other basis as required by law.

12.5

The tenant alone shall be civilly and/or criminally liable for any offenses and/or legal violations committed on the premises.

12.6

The tenant himself shall make all payments, surcharges, betterment taxes for irregular use, fines and/or penalties that are imposed as a result of the management of the business and/or use of the premises by the tenant and/or his employees and/or agents and/or his customers without a permit or which deviates from the permit, or is contrary to the city building scheme, or any law whether imposed on the landlord or the management company or the tenant.

12.7

Nothing in this agreement or any act or approval or consent by the landlord shall be deemed as permission by the landlord to the tenant to use the premises and/or operate a business in it without a permit and/or to deviate from the terms of the permit and/or contrary to any law.

12.8

It is understood that the failure to obtain any license required for the tenant to operate his business on the premises or the revocation of such license, will not release the tenant from any of his obligations under this agreement. An abstention from using the premises at the start of the tenancy due to the failure to obtain any license, approval, or permit by the tenant, shall not detract from his obligations to pay rental fees, management fees and any other payment which he must make pursuant to this agreement, to the landlord. The tenant renounces all claims of frustration, justification or any other claim related to the failure to obtain a license or approval or their revocation or invalidation.

12.9

The provisions of this section 12 shall be deemed fundamental and material provisions of this agreement and their breach by the tenant constitutes a fundamental breach of the agreement.

13.

Maintenance and operation of the premises and its systems

13.1

The tenant undertakes to care for the premises during the tenancy period. Without derogating from the foregoing generalities, the tenant undertakes as follows:

13.1.1

To use the premises and its auxiliary systems carefully, not to overburden the permissible weight of the floors as specified in the annexes to this agreement.

13.1.2

To be strict about keeping the immediate area surrounding the premises clean including the public spaces adjacent to it, and to manage the business within the parameters of the premises only.

13.1.3

Not to place scrap metal, crates, items, goods, garbage and/or obstacles outside of the premises, including in the service corridors, and not to cause any nuisance, inconvenience, noise, contaminative odors, or unpleasantness to the visiting public and/or workers and/or other residents of the project.

13.1.4

The tenant undertakes not to interfere or harm the good existing arrangement, cleanliness and good neighborly relationships in the project.

13.2

The tenant, in order to access the premises, undertakes to only use the access ways designated and marked by the landlord and/or the management company. The tenant undertakes to park all vehicles and transport vehicles only in those places designated for such by the landlord and/or the management company from time to time, in respect to the access to the premises and the surrounding area.

13.3

The tenant undertakes to maintain the premises and its systems in working and good order as he received them from the landlord. The tenant represents that he is aware that maintenance of the infrastructure of the electricity, plumbing, air conditioning and fire safety systems installed by the landlord on the premises and all the leased areas and/or those designated for lease in the tower (hereinafter: the "Systems") will be maintained by the management company and that all costs of maintenance of such systems shall constitute part of the management costs.

13.4

To dispel any doubt it is understood that the management company will only handle the costs of the regular maintenance of the systems and that only these costs are included in the costs of the management company. Any maintenance of the systems required as a result of careless use of the systems and/or damage to the systems caused by a negligent act and/or omission by the tenant and/or his workers, invited guests and/or anyone acting on his behalf shall be paid for by the tenant according to bills submitted to him by the management company, within seven days from receipt of a written demand from the management company and/or the landlord. Bills by the management company shall be conclusive proof of their accuracy. A determination by the management company that a repair that was made is not included as part of the regular maintenance and therefore must be paid by the tenant, shall be final and binding on the tenant.

13.5

Subject to the provisions of sections 13.3 and 13.4, the tenant undertakes to make, at his own expense and responsibility, repairs and ongoing maintenance to the premises, including attrition caused by regular use of the premises. Without derogating from the foregoing generalities, any malfunction or damage caused to the premises by the tenant, his workers, agents, visitors or customers, or as a result of normal attrition, shall be repaired immediately within a reasonable time depending on the nature of the circumstances by the tenant, at his expense, after reporting all material malfunctions or damages to the landlord and receiving its approval for the measures that he plans to undertake.

13.6

If the tenant does not repair, within a reasonable time based on the urgency of the situation, any damage or malfunction as stated above, the landlord shall be entitled but not obligated, to make the repair, and the tenant will pay all costs for the repairs made by the landlord within 7 (seven) days from the date a bill for the repairs that was so issued was handed to him.

13.7

The tenant will enable the landlord and/or the management company and/or any one acting on their behalf to enter the premises at any reasonable time in order to check the premises and/or to make or repairs of any kind to or by way of the premises. Nothing in this section shall impose any duty to take any action whatsoever on the landlord and/or the management company.

13.8

The tenant shall manage his business on the premises by following the bylaws - Annex "F" of the agreement and all the procedures and

instructions that will be decided by the management company pursuant to its authority under this agreement including but without impairing from the foregoing generalities, the tenant will be meticulous in his strict compliance with all the instructions of the management company and/or the landlord regarding the transport, entry and evacuation of merchandise and containers to and from the premises, particularly in respect to the hours and methods for conducting such actions.

13.9

The tenant represents that he is aware that the landlord is the holder of rights to the infrastructure for the supply of water to the project and its connection to the telecommunications network through Bezeq, the municipality and all other entities and that such rights are the sole property of the landlord. The right given to the tenant under this agreement is a temporary usufructuary right for the tenancy period subject to any other term or provision in this agreement.

13.10

Insofar as the area of the premises contains secure rooms for each floor (hereinafter: "Secure Room"), the tenant represents and affirms that he is aware and it was made clear to him that the secure room was designated as a secure room for the floor and/or as a shelter and he is prohibited from using it for any other purpose other than for protection during an attack, unless he obtains a permit from the relevant authorities pursuant to law, including the Civil Self-Defense Law, 5711 - 1951.

13.11

Insofar as other secure rooms exist outside of the premises, the tenant represents that he is aware that the landlord may, in its sole discretion, confer rights to them upon third parties and the tenant shall not have any claim and/or action against the landlord as a result.

14.

Posting signs

14.1

The tenant will not post any sign on the premises including on its walls or outside windows and/or its roof and/or within the premises so that it can be seen outside of the premises and/or on the Land or surrounding area without the prior written approval of the landlord. The tenant must submit, for the prior approval of the architect, any application for posting signs that bear his commercial name and/or any other sign designed for him or pertaining to him such as a commercial or other advertisement for any entity. Approvals by the landlord and the architect and obtaining all necessary licenses are prerequisites for the posting of the signs. If the tenant obtains such approval, the tenant will install the sign in a skilled and professional manner at his own expense and sole liability and will be responsible to maintain it during the entire period of the tenancy and will be responsible for payment of all fees, taxes, surcharges and/or any other payment in respect thereto.

14.2

The placement and maintenance of the signs in the project which are not on the premises will be done in aggregate by the landlord and/or through the management company. The upkeep costs for the maintenance of such signs will be part of the management fees.

14.3

Without derogating from the foregoing, the landlord and/or the management company may at the tenant’s expense, remove or take down any sign and/or poster and/or ad that was placed or hung in the project, including in public places, or on the walls or windows of the premises without the prior written approval of the landlord and/or management company, and the tenant waives all actions or claims relating to their removal or for any damage that may be caused as a result.

14.4

The provisions of this section 14 are fundamental and material and their breach constitutes a fundamental breach of the agreement.

15.

Electricity

15.1

Definitions

15.2

General:

15.2.1

The tenant represents that he is aware that the landlord is the holder of the rights to the infrastructure for the supply of power to the project from the electric company and any other entity and that all such rights are the sole property of the landlord. The right given to the tenant under this agreement is a temporary usufructuary right for the tenancy period and is subject to all terms and other provisions in this agreement.

15.2.2

The tenant will bear all costs of connecting the electric meters subject to the provisions stated in Annex "C".

15.3

Aggregate Electricity

15.3.1

The tenant may not ask for a direct and/or separate supply of power from the electric company and/or any other entity except from the landlord and shall not be entitled to contact the electric company to request the installation of a separate meter or make a direct payment to the electric company.

15.3.2

The tenant renounces any action and/or claim for any cause of action against the electric company due to the non supply of power and/or interference with the power supply. The tenant undertakes to compensate the electric company for any cost or damage incurred by it as a result of a complaint for not supplying power and/or disturbances to the supply that will be filed against the electric company by a customer and/or licensee of the tenant’s.

15.3.3

Without derogating from the foregoing, if the tenant installs any electrical or electric equipment of any kind, he shall not be entitled to bring any complaints against the electric company due to a power outage and/or disturbances to the supply of power.

15.3.4

The tenant is not entitled to supply and/or sell power and/or provide electrical services of any kind to any third party for a fee or for free whether directly or indirectly.

15.4

Supply of power

15.4.1

Electricity will be supplied to the premises at the strength fixed in Annex "A" of the agreement, with alternating current (AC), at a frequency of 50 cycles per second, 230 volts per phase and 400 volts between each phase. The supply will be single or triple phase protected by semi automatic fuses that are designed for the nominal current of the premises. The tenant is not allowed to replace these fuses without permission from the landlord.

15.4.2

The tenant is not entitled to expand and/or modify and/or make additions to the power supply devices that will be provided for the premises. The landlord may disconnect or instantly remove any expansion, modification, addition etc. that was made without the landlord’s permission, at the tenant’s expense, without impairing from the tenant’s responsibility for any damage that will be caused to the power supply devices as a result from such work.

15.4.3

If the tenant is interested in a further allocation of electricity than what is being supplied to the premises in accordance with the technical description, Annex "C", the landlord will examine the possibility of increasing the electrical supply to the premises according to the electrical capacity of the project and will be entitled to refuse or agree to the request in its sole and absolute judgment, to be utilized reasonably.

15.5

Safety

15.5.1

The landlord and/or the engineer and/or anyone acting on their behalf shall be entitled to visit the premises at any reasonable time with prior notice to examine all electrical devices, for safety inspections and to confirm compliance with accepted safety standards.

15.5.2

If the engineer believes that any of the electrical devices that were installed on the premises may cause harm to the general power supply system in the project and/or poses a safety hazard

or danger and/or does not meet the accepted safety standards and/or the burden it places on the electrical supply system may disrupt the system - the engineer may demand that the device be repaired and/or replaced and/or changed, and the tenant undertakes to take all steps required to comply with the engineer’s demand within 14 days.

15.5.3

The tenant shall be responsible for all damages caused to equipment and/or electrical devices on the premises and/or the electrical system outside of the premises as a result of operating an improper electrical device, as stated above.

15.6

Maintenance of electric devices

15.6.1

The tenant shall allow, upon prior coordination and at a reasonable time, all licensed workers of the landlord’s, access to all electrical devices on the premises, for the purpose of inspection, supervision, installation, repair, replacement of defective parts, removal, dissemble, assembly, etc. work that in the landlord’s opinion is required on the electrical devices supplying electricity to the premises. The tenant will act to remove and/or move any device that would interfere with the aforementioned work.

15.6.2

In order to carry out these works, the landlord may temporarily, with prior notice and if possible, prior coordination, disconnect, for the necessary time period, the supply of electricity to the premises, provided that the suspension of power to the premises is for a reasonable time taking into account the type of work being conducted on the premises.

15.7

Electrical devices

15.7.1

All instruments, accessories, and other equipment related to the electrical supply system (hereinafter: "Electrical Appliances") belong solely to the landlord, whether or not the tenant shares in their purchase and/or installation and/or connection costs.

15.7.2

The tenant shall be prohibited from working on the electrical devices unless he receives prior written approval from the landlord to undertake such work that is not being done by the landlord.

15.8

Limited liability of the landlord for power shortages

15.8.1

In any instance of a suspension or limitation of electricity, whose source is an internal malfunction and/or outside of the central

power supply system of the project, for example, national or regional power shortages, the source of which is with the electric company or in the internal electrical system of the project.

15.8.2

In any instance where there is danger to persons or property.

15.8.3

In any other instance, where the engineer gives instructions regarding the need for such suspension.

15.9

Unpredictable changes

15.10

Suspension of electrical services

15.11

Suspension of aggregate supply

15.12

Payment for electrical services

15.12.1

The tenant represents that he is aware that the charges for the use of electricity on the premises will be made by the reading of a meter to be installed by the landlord at the tenant’s expense. The type of meter will be chosen by the landlord in its sole judgment. The rate at which the tenant will be charged for the use of electricity on the premises by a reading of the meter will be the rate accepted from time to time by the electric company for consumption of electricity at the rate for load and time at a low voltage.

15.12.2

The tenant represents that he is aware that in addition to the charge for using electricity on the premises he will also be charged for consumption of electricity for the floor’s air conditioning system. The charge to the tenant for the electricity use of the floor’s air conditioning system will be calculated according to the tenant’s proportionate share of the overall consumption of the floor’s air conditioning system. The tenant’s proportionate share of the consumption of electricity of the floor’s air conditioning system shall be calculated according to the proportionate share of electrical consumption on the premises compared to the electrical consumption in all the leased areas on the floor.

15.12.3

If, in the opinion of the landlord, the premises require a higher consumption of electricity of the floor’s air conditioning system than the tenant’s proportionate share of the floor’s use as stated above, then the landlord may establish that the tenant’s share of the payment for electric consumption for the air conditioning system on the floor will be greater than his proportionate share of electrical consumption of all the tenants on the floor. In this

instance the tenant’s proportionate share in the payment of electric consumption for the air conditioning system on the floor will be calculated according to a variable fixed by the landlord after consultation with its electrical specialist. If such a variable is established for charging the tenant, the tenant will pay his share for the consumption of electricity for the air conditioning system on the floor in accordance with the landlord’s determination.

15.12.4

The tenant affirms that he is aware that the use of electricity in the public spaces and the public systems, including but not limited to, elevators, central air conditioning systems and the like, will be charged through the management company.

15.12.5

The tenant undertakes to pay the landlord for the use of electricity during the tenancy period as charged by the landlord by giving a standing order to the landlord to debit the tenant’s account which will be submitted to the bank as described in section 7 above. The tenant affirms and agrees that the landlord may suspend the supply of electricity to the premises whether due to a non payment of an electrical bill or any fundamental breach of this agreement, after giving 8 days advance written notice.

15.13

The tenant represents that he is aware that a substation of the electric company and all the devices associated and/or related to the substation, exists and is operated on the project and he waives all claims and/or actions including complaints related to noise and/or nuisance against the landlord and the Israel Electric Company Ltd. relating to the substation and its operation on the project.

16.

Additions and modifications to the premises

16.1

The tenant is not entitled to make any changes or additions to the premises, its fixtures or systems, whether they are internal or external changes, without obtaining prior written consent by the landlord (hereinafter: "Changes and Additions").

16.2

Without derogating from the foregoing, if and when the tenant plans and/or or makes changes or additions to the premises, the landlord shall have the right and choice to demand their removal and the restoration of the premises to its previous physical condition as it was on the date of conveyance without the changes and additions.

16.3

It is understood that if the landlord permits the tenant to make any type of changes and additions to the premises, section 9 of this agreement relating to work and modifications on the premises by the tenant shall apply to them, mutatis mutandis.

17.

Management of the tower

17.1

The tower shall be managed by the landlord or by a management company appointed by the landlord who will engage in the management and maintenance of the tower. The landlord will be entitled at any time from time to time to transfer the management from the management company appointed by it to another management company, as per its sole judgment, and the tenant undertakes to sign the management contract with the proviso that the tenant’s obligations to the management company and/or the landlord will not be materially altered.

17.2

As long as a management company is not appointed, the landlord shall serve as the management company for purposes of this agreement.

17.3

As soon as the landlord informs the tenant that a management company has been hired to supply the management services to the tower, the tenant will satisfy all of his obligations pursuant to the management contract vis a vis the management company, and upon the landlord’s request, will sign the management agreement and the annexes thereto with the management company.

17.4

Without derogating from the provisions set forth in the management contract, the management company will determine the arrangements and procedures relating to the management and maintenance of the tower and will establish bylaws which will apply to the various tenants and users of the tower and will monitor its execution. The bylaws appended hereto as Annex "F" of this agreement will be valid insofar as the management company has not published any changes to it.

17.5

The management company will supply on its own and/or through subcontractors, management and maintenance services to the tower as specified in the management contract.

17.6

The tenant will pay management fees as specified in the management contract. On the conveyance date the tenant will pay management fees in advance for the first quarter according to a projection calculated by the management company.

17.7

The tenant represents that he is aware that payment of the management fees and strict compliance with the management contract, the bylaws and directives of the management company is necessary for proper management of the project at a high level and standard, and it is for the benefit of the tenant and all the users and visitors of and to the project.

17.8

The tenant represents that he is aware that the landlord may take any action pursuant to this agreement through the management company, including collection of rental fees or any other payment and may appoint the management company its representative for all matters pursuant to this agreement.

17.9

The tenant represents that he is aware that the aforesaid does not detract from any provision in the management contract but is in addition thereto and any breach of an obligation pursuant to this section shall be deemed a fundamental breach of this agreement and the management contract.

18.

Parking lots

18.1

The tenant is aware that there are parking lots on the project (hereinafter: "Parking Lots").

18.2

The landlord shall be entitled in its sole judgment, to decide from time to time to operate the parking lots or any part of them as paying parking lots, whether on its own or through others, to lease them or rent them to subcontractors to operate them as paying parking lots and/or to decide arrangements of use, operation, parking, entry and exit, and hours of operation on the lots and to change all these from time to time.

18.3

If the lots are operated as paying parking lots the landlord and/or the management company and/or the parking lot operator (hereinafter: "Parking Lot Operator") may set from time to time the amount of parking fees as well as procedures for the operation of the lots. The price for a parking subscription is subject to the provisions of Annex "I" section 4.1.

18.4

The tenant undertakes to comply with all such determinations and all arrangements and procedures to be fixed by the parking lot operator for this purpose and to use the lots in a manner that will not harm other users, to heed the instructions of the parking lot operator, to follow signs and markings which will be set up in the parking lots, not to obstruct

passageways, to park only in those spots and areas that are designated for parking and not to cause any damage to the parking lots or their equipment. in the event of obstruction of passageways or parking contrary to the instructions of the parking lot operator, the parking lot operator may take all steps necessary to remove the interference including towing the car, moving it, and taking all actions that it deems fit and reasonable in order to keep proper order and operations in the parking lots.

18.5

The provisions of this section constitute direct obligations towards the landlord and/or the management company and/or any person or body that will operate the parking lots from time to time, as warranted.

18.6

It is understood that the rental fees and management fees do not include payment for the use of the lots, and the tenant represents that the fact that he is a tenant does not confer upon him or anyone acting on his behalf the right to use the lots. The use of the parking lots by the tenant on a permanent basis or by way of a subscription requires the signing of a separate agreement with the landlord and/or the management company and/or the parking lot operator, in the language appended as Annex "I" of this agreement.

19.

Continuation of construction of the project

19.1

The tenant represents and affirms that he is aware that the erection of the project is taking place in stages and that there may be sections or stages of the project that will not be completed by the conveyance date and the landlord may finish them at any time in its sole judgment.

19.2

The tenant waives any claims or actions against the landlord for any noise, nuisance, disturbance, inconvenience or the like incurred by him or the business that he is operating on the premises due to the construction work or establishment and installation of any type of system or installations in the project and the surrounding area, provided that they do not materially affect the tenant’s ability to use the premises for the purposes of the tenancy.

19.3

The landlord may at any time, without the need for the tenant’s consent, make any change or addition to the project, in its sole discretion, whether prior to the beginning of the tenancy period or whether afterwards, including but not limited to, additions or reduction of areas, adding floors, areas or wings in the project, changing public spaces to areas for the individual use by various residents, change of entrances and passageways, various building extensions and any other change to the structure or plans of the project, provided that they do not pose a constant and unreasonable interference with the operation of the premises pursuant to the purpose of tenancy.

19.4

Without derogating from the aforesaid, the landlord may ask from time to time for changes to be made to the city building scheme in respect to the plans of the project and the uses of the project including extending building areas etc., and the tenant represents that he undertakes not to oppose any such change and not to take part in the filing of objections with the planning committees directly or indirectly. If the tenant violates this obligation, it shall be deemed a fundamental breach of the agreement.

19.5

If the landlord is authorized to add areas adjacent to the tower and/or add floors to the tower in which the premises are located, the landlord may build these additional areas subject to the aforementioned provisions while refraining as much as possible from interfering with the ordinary use of the premises by the tenant.

19.6

The landlord may, without the tenant’s permission, transfer through the premises and install on its own or through others on its behalf, as needed, all types of pipes, including air conditioning ducts, water pipes, cables and power cables, telecommunication and television cables etc. whether they serve the tenant and/or the premises and/or the project or not, and the tenant undertakes to allow the landlord or anyone acting on its behalf to enter the premises to do such work with all that it involves provided that the work is done with prior coordination and in a manner that will abstain insofar as possible from causing a constant disturbance to the tenant and that at the end of the operation the landlord will restore the premises to its original condition and fix any damage caused to the premises during the work.

19.7

The tenant is aware that during the continuation of the building of the project there may be changes in access to the project and the premises including the main access that crosses the project, as well as access ways and entrances into the parking lots, and the landlord may make these changes with the purpose of making alternative access ways available insofar as possible and the tenant will not be entitled to bring any action or claim against the landlord as a result.

20.

Evacuation of the premises

20.1

The tenant undertakes that upon the expiration of the tenancy period or upon the lawful revocation of this agreement for any reason (in this agreement: "Date of Departure"), he will vacate the premises and return them to the landlord, when the premises are free of all persons and things, clean and in order as he received them from the landlord or in another condition following the completion of the tenant’s work with the exception of regular attrition. The premises will be returned to the landlord painted in the original shade of color, free of all residents, tenancies or any other third party rights including any renovation, improvement, extension, change, permanent fixture even if not installed by the landlord, unless the landlord demanded that such or any part of the additions be removed.

20.2

When the tenant returns the premises to the landlord, an inspection of the premises shall be conducted by the engineer in the presence of a representative of the tenant after prior coordination. The engineer will list the repairs that the tenant must make pursuant to this agreement, if he is so obligated, including repairing damage and defects relating to the restoration of the premises to its former state. If a representative of the tenant is not present at the time of inspection by the engineer, his absence will not detract from the validity of the inspection and the findings to be included in the list of repairs or from the tenant’s obligation to fix them as specified above.

20.3

If the tenant fails to make such repairs until the expiration of seven days from the end of the tenancy period, the landlord may make such repairs at the expense of the tenant. The amount of time it takes to make the repairs, beginning on the date of the expiration of the tenancy period as determined by the engineer, shall be considered a period during which the tenant is late in the departure of the premises. The tenant will pay the landlord, upon its first request, the price of the repairs as determined by the engineer, as well as rental fees for the period of repairs, whether or not the repairs actually took place.

20.4

The tenant undertakes that if he does not depart the premises upon the termination of the tenancy period as stated above, he will pay the landlord for the period between the date fixed in this agreement for the evacuation of the premises and the date of actual departure, proper fees for the use of the premises in the amount of rental fees that would have been owed from the tenant to the landlord for the month prior to the date designated for the evacuation from the premises multiplied by three, or the proportionate share of the rental fees for a period shorter than one month, without proof of damage (hereinafter: "Proper Usage Fees"). The tenant represents that this sum is designated as fixed compensation by the parties after prior consideration, as a cautious and reasonable assessment of the damage that would be caused to the landlord due to the failure to evacuate the premises on time, without derogating from any other right and/or measure available to the landlord under the agreement or relevant law.

20.5

The tenant represents and undertakes that if he does not depart the premises on the designated date, the landlord and/or the management company are entitled to sue and collect from the tenant, in addition to proper usage fees, all the sums, payments, taxes, commitments, expenses, losses or any other payment resulting from the failure to vacate the premises on time, for the period between the designated date of departure

according to this agreement and the date of actual departure, as if the tenancy period had continued until the date of actual departure. The landlord and/or the management company may exercise the guarantees given to the landlord and/or the management company pursuant to this agreement, without releasing the tenant from the duty to vacate the premises on time and/or detracting from all other measures available to the landlord and/or the management company pursuant to this agreement or relevant law.

20.6

To dispel any doubt, the tenant represents that payment and/or receipt of proper usage fees and the other payments as described above, does not create between the parties any tenancy relationship for the period after the date of departure of the premises.

20.7

The tenant represents that if he fails on his own to vacate the premises on the date of the departure from the premises pursuant to this agreement or upon its revocation, the landlord and/or any person on its behalf, may enter the premises at any time that they deem fit without the need to provide advance notice, and remove all persons and things belonging to the tenant and/or which he uses for his business conducted on the premises and for such purpose, to use reasonable force and all reasonable means including, opening the premises, changing locks, posting guards, and preventing the tenant or anyone acting on his behalf form entering the land and to act with the premises as the owner thereof for all intents and purposes.

20.8

The landlord shall be entitled to store the property and equipment that if finds on the premises in any place it deems fit, and to charge rent and storage fees from the tenant, in its sole discretion.

20.9

Without derogating from the foregoing generalities, the tenant gives the landlord power of attorney to disconnect the premises from the power network, water, gas and the other systems and to use third parties for such purpose.

20.10

In any instance where the tenant fails to vacate the premises, the tenant and anyone present on the premises on his behalf or by his permission shall be considered as trespassers and as "hot intruders" on the premises. The tenant represents that the landlord and/or anyone acting on its behalf shall not be responsible in any manner for any damage that will be caused to the tenant, if such damage is incurred, due to any activity associated with evacuating the premises, equipment and property from the premises and/or the storage of the equipment or property following the failure to vacate the premises on time and he waives all complaints or actions against the landlord in respect to such eviction.

20.11

All expenses caused to the landlord due to the failure of the tenant to vacate the premises and due to the evacuation of the premises by the landlord as a result including all sums which the tenant must pay according to this section shall apply to the tenant and the tenant

undertakes to pay all such sums immediately upon first demand to do so by the landlord. The landlord shall be entitled to collect any such sum by forfeiting or exercising any guarantee or surety available to it.

21.

Force Majeure

21.1

The tenant represents and undertakes that the landlord and/or the management company shall not be deemed as having breached this agreement and/or failing to fulfill any of its provisions if the reason for doing so is force majeure.

21.2

The tenant agrees that a breach of the agreement and/or failure to keep any of its provisions due to a force majeure shall not serve as grounds by the tenant to cancel this agreement in whole or in part and shall not serve as grounds for any action by the tenant against the landlord and/or the management company.

22.

Transfer of rights

22.1

The landlord and any of the entitles of the landlord may mortgage and/or pledge and/or endorse and/or sell and/or rent and/or lease and/or transfer their rights and/or obligations in whole or in part under this agreement, and/or their rights and/or obligations to the project and/or in any section thereof, in whole or in part, and to bring in any entity or body to manage and/or own the project as they deem fit, provided that the rights of the tenant under this agreement are not impaired, all to be conducted in a manner that it deems reasonable, in its sole and absolute discretion without the tenant having any actions or claims against it.

22.2

The tenant undertakes not to transfer and/or assign and/or endorse and/or pledge and/or mortgage directly or indirectly his rights under this agreement or any part thereof in any manner to any person, nor to allow another to use or occupy the premises or any part thereof, as a subtenant or in any other manner, directly or indirectly, regardless whether the use, permission or benefit are defined, or whether for consideration or for free.

22.2.1

The landlord gives prior written approval for the transfer of rights and for the specific alternative tenant.

22.2.2

The alternative tenant will use the premises in accordance with the purpose of the tenancy as fixed by this agreement.

22.2.3

The alternative tenant signed at the least a lease agreement with the landlord with the same terms as this agreement and provided the landlord with all the securities required by this agreement. The landlord may stipulate its consent for the transfer of rights to the alternative tenant on various conditions including the addition of securities, as it deems fit.

22.2.4

After the alternative tenant signs this tenancy agreement and after he provides all the securities required and after the commencement of the tenancy period for the alternative tenant, the tenant shall be released from all of his obligations under this agreement, subject to the fact that until such date he complied with all of his obligations pursuant to the agreement.

22.2.5

Notwithstanding the aforesaid, the landlord shall be entitled to notify the tenant that it is interested in revoking this agreement instead of allowing the tenant to transfer his rights to an alternative tenant and in this instance the agreement will be revoked and the premises will be vacated on the date so decided between the parties. Subject to the satisfaction of the commitments by the parties under this agreement until the date for the evacuation of the premises, neither of the parties shall have any claim and/or action against the other for the early revocation of the agreement.

22.3

The tenant undertakes not to enlist another or others in the occupancy and/or operation and/or management of the premises, not to confer upon any other person or entity rights of occupancy and/or permission to use the premises or any part thereof, whether as a licensee, for a fee or for free, or in any other manner.

22.3.1

The landlord gave its advance written consent for the subtenancy and the specific subtenant. The landlord’s consent shall not be withheld except on reasonable grounds.

22.3.2

The tenant may sublet sections of the premises provided that the total areas actually sublet do not exceed 30% of the area of the premises.

22.3.3

The subtenant may use the premises in accordance with the purpose of the tenancy specified in this agreement.

22.3.4

The tenant shall be responsible for and shall guarantee that the subtenant fulfills all of the tenant’s obligations in this agreement and the annexes thereto and any breach of this agreement by the subtenant shall be deemed a breach of the agreement by the tenant.

22.3.5

The tenant shall remain directly liable for the satisfaction of all of his obligations pursuant to this agreement towards the landlord.

22.3.6

The tenant commits that the provisions of this agreement constitute in any event an integral part of the subtenancy agreement.

22.6

If the tenant is incorporated as a partnership, whether registered or otherwise, then any change of partner or addition of partner requires the advance written consent of the landlord and the landlord may stipulate its consent according to its exclusive judgment.

22.7

If the tenant is incorporated as a corporation, the tenant undertakes that during the entire tenancy period the control of the corporation will not change without the prior written consent of the landlord. The landlord’s consent shall not be withheld except on reasonable grounds. Control in this section means control of at least 50% of the shares and rights of the company and the right to appoint at least 50% of the company’s directors.

22.8

If the tenant’s rights are transferred contrary to the aforesaid, the matter will be deemed a fundamental breach of this agreement.

22.9

In the event of a merger (as defined in the Antitrust Law, 5748-1988), the tenant shall be entitled to transfer to the acquiring company all of his rights and duties under this agreement, provided that the acquiring company assumes in advance and in writing to fulfill all of the obligations of the tenant towards the landlord as specified in this agreement, and provided that the tenant will be directly responsible and will guarantee to the landlord for the acquiring company to satisfy all of the obligations of the acquiring company according to this agreement.

23.

Ineffectiveness of the protected tenancy laws

23.1

The tenant represents that he is aware that the project is a new building constructed after August 28, 1968 and that on such date no tenant was entitled to occupy the premises as a protected tenant and since then the premises have not been leased with key money to any person, and no key money has been paid or received directly or indirectly in respect to the premises or the tenancy relationship created by an agreement. Any repair and/or change or addition or investment made on the premises, if so made, by the tenant or one acting on his behalf shall not constitute or be considered as payment of key money and therefore the agreement or the tenancy shall not be bound by the provisions of the Protected Tenancy Law (Consolidated Version), 5732 - 1972, or any other law which replaces this law.

23.2

In no event shall the tenant be considered a protected tenant and he shall not be entitled to any payment of key money or another kind upon his departure from the premises and he shall be obligated to vacate the

premises on the designated date and return the premises to the landlord when they are clear and free of all persons and things, as specified in this agreement.

23.3

It is understood and represented that the provisions of this section are prerequisites and the basis for the contracting by the parties on this agreement and any contradictory claim raised by the tenant or one acting on his behalf shall constitute a fundamental breach of this agreement.

24.

Liability and indemnification

24.1

The landlord and/or the management company and anyone who represents them and/or operates on their behalf shall not be liable in any manner for any damage and/or loss and/or ruin and/or harm caused to the tenant and/or his business and/or his property, including, without derogating from the foregoing generalities, damage or harm caused as a result of the entry of the landlord and/or the management company or anyone acting on their behalf onto the premises for the purpose or purposes specified in this agreement unless the damage, ruin and/or loss occurred as a result of the negligence of the landlord and/or management company and/or an actor on their behalf.

24.2

Without derogating from the above, it is understood that the landlord and/or management company and anyone acting and/or operating on their behalf shall not bear any liability and/or any duty for personal injury and/or loss and/or damage to property of any kind that may be caused to the tenant and/or his employees and/or anyone acting on his behalf, and/or to any third party including and without impairing from the foregoing generalities, employers, agents, contractors, customers, visitors and any other person who is present on the premises or in another area occupied by the tenant except if the damage is caused as a result of the negligence of the landlord and/or the management company and/or an actor on their behalf.

24.3

The tenant alone shall bear liability for all loss and/or damage caused to the premises and/or project and/or their contents and/or any person and/or corporation including his employees and/or landlord and/or the management company and/or anyone acting on their behalf and/or the customer public and/or the visiting public in the project and/or any other third party, which results from the operation of the tenant’s business on the premises and/or from the occupancy and/or use of the premises and/or any other action by the tenant and those acting on his behalf.

24.4

The tenant undertakes to compensate and/or indemnify the landlord and/or the management company for all costs for damages and/or expenses which they may be obligated or forced to pay or which they paid as a result of damage related to the premises or its occupancy by the tenant and the use thereof. Including for any damage or expense incurred by them as a result of a lawsuit filed against them, whether civil or criminal, or for the need to mount a defense against such a lawsuit, insofar as the lawsuit resulted from the non compliance or a breach of an obligation by the tenant or due to his liability pursuant to this agreement.

25.

Insurance

25.1      25.1.1

Without derogating from the tenant’s obligations pursuant to this agreement and/or relevant law, and in particular without derogating from the provisions contemplated by section 9 of this agreement, prior to the date for the commencement of the tenant’s works on the premises, the tenant undertakes to arrange for construction insurance in his name, the name of the contractors and subcontractors, the landlord and the management company, as specified in the approval of the arrangement of insurance appended to this agreement and constituting an integral part hereof and marked as Annex "G(1)" (hereinafter: "Confirmation of the Arrangement of Insurance for the tenant’s work").

25.1.2

Without the need for any demand by the landlord, the tenant undertakes to provide the landlord no later than the commencement of work on the premises with the "Confirmation of the Arrangement of Insurance for the tenant’s Work", signed by the insurer. The tenant represents that he is aware that the provision of the confirmation of the arrangement of insurance for the tenant’s work as stated above is a prerequisite and a suspending condition for the carrying out of work on the premises, and the landlord shall be entitled to prevent the tenant from doing any work in the premises if such confirmation is not provided prior to the commencement of the work.

25.1.3

The limits of liability for third party insurance to be arranged by the tenant, as stated in section (2) of the confirmation of the arrangement of insurance for the tenant’s work (Annex "G(1)") is the shekel equivalent to $1,000 per each square meter of the premises, however said sum shall not be less than $50,000 (fifty thousand U.S. dollars) and shall not exceed $1,000,000 (one million U.S. dollars) per event and accumulative for an annual policy; the aforesaid is subject to the provisions of section 25.11 herein.

25.2      25.2.1

Without derogating from the responsibility of the tenant pursuant to the agreement and/or relevant law, the tenant undertakes to arrange and maintain for the entire period of this agreement the insurance policies specified in the confirmation of arrangement of the insurance appended to this agreement and constituting an integral part hereof and marked as Annex "G(2)" (hereinafter: "Confirmation of arrangement of the tenant’s insurance") with a duly licensed reputable insurance company (hereinafter: "tenant’s Policies").

25.2.2

Without the need for any demand by the landlord, the tenant undertakes to provide the landlord no later than the date of the opening of the tenant’s business in the premises or prior to moving in any property into the premises (except for property included in the works insured by section 25.1 above)-the earlier of the two dates-with a confirmation of arranging the tenant’s insurance, signed by the insurer. The tenant represents that he is aware that the provision of confirmation of arranging the tenant’s insurance is a precondition and suspending condition to the opening of his business on the premises and/or moving any property onto the premises (except for property included in the work insured under section 25.1 above) and the landlord will be entitled to prevent the tenant from opening his business on the premises and/or moving property onto the premises if the confirmation is not provided prior to the date designated above.

25.2.3

The limits of liability of third party insurance arranged by the tenant as stated in section (2) of the confirmation of the arrangement of the tenant’s insurance (Annex "G(2)") is a sum equal to $3,500 per square meter of the premises, however such sum shall not be less than $50,000 (fifty thousand U.S. dollars) and shall not exceed $5,000,000 (five million U.S. dollars) per event and accumulative for the entire year of coverage; All of the above is subject to the provisions of section 25.11 herein.

25.2.4

It is agreed that the tenant is not obligated to arrange a policy for loss of revenue, as specified in section (4) of the confirmation of the arrangement of the tenant’s insurance (Annex "G(2)"), however the provisions of section 25.4 herein shall apply for all loss of revenues as if a policy was arranged for it.

25.2.5

The tenant is entitled to exclude insurance for broken glass, as required by section (1) of the confirmation of the arrangement of the tenant’s insurance (Annex "G(2)"), however the provisions of section 25.4 herein will apply for any loss or damage following broken glass as if a policy was arranged for it.

25.2.6

If the tenant believes that there is a need for additional and/or supplemental coverage to the tenant’s policies as stated above, the tenant must arrange and maintain the additional and/or supplemental coverage. A section will be included in every additional or supplemental coverage of the tenant’s regarding a waiver of subrogation rights towards the landlord and the management company, regarding property insurance and/or the policy holder’s name will be expanded to include the landlord and the management company, regarding liability insurance, subject to a cross liability clause.

25.3

The tenant commits to update the amounts of insurance for the policies arranged pursuant to sections (1) and (4) of the confirmation of arrangement of the tenant’s policies (Annex "G(2)") from time to time, so that they will always reflect the full value of the insured items that they cover.

25.4

The tenant states that he will not have any complaint and/or demand and/or action against the landlord, management company or other tenants and/or lessees in the project, who have in their tenancy agreements or any other agreement conferring upon them rights in the project, a parallel exemption in respect to the tenant, for damage for which he is entitled to indemnification if not for the deductible listed in the policy according to the policies arranged in accordance with section (1) of the confirmation of the arrangement of insurance for the tenant’s work (Annex "G(1)") and sections (1) and (4) of the confirmation of the arrangement of the tenant’s insurance (Annex "G(2)"), and the tenant releases the aforementioned from any liability for damage for which is entitled to such indemnification. The aforesaid regarding an exemption from liability will not apply in favor of a person who caused damage maliciously.

25.5

To dispel any doubt, it is understood that the failure to provide the confirmations of insurance on time, as stated in sections 25.1.2 and 25.2.2 shall not impair from the obligation of the tenant under this agreement, including, and without impairing from the foregoing generalities, any duty of payment applicable to the tenant. The tenant commits to fulfilling all of his obligations under this agreement even if he is prevented from doing work and/or gaining occupancy of the premises and/or moving property into the premises and/or opening his business on the premises, due to the failure to present the confirmations on time.

25.6

No later than the 14 ^th day prior to the expiration of the tenant’s insurance, the tenant commits to deposit with the landlord a confirmation of the arrangement of insurance as specified in section 25.2.2 for an extension of the policy for an additional year. The tenant undertakes to return and deposit the confirmation of arranging the insurance on the designated dates, each policy year as long as the agreement remains valid.

25.7

The landlord may inspect the confirmations of insurance provided to it from the tenant as mentioned in sections 25.1.2, 25.2.2 and 25.6 and the tenant undertakes to make any reasonable change or amendment that is required in order to adapt them to his obligations pursuant to this section 25. The tenant represents that the landlord’s right of review in respect to the confirmations of insurance and its right to order an amendment of the tenant’s insurances as stated above, does not impose upon the landlord or anyone acting on its behalf any duty or any liability regarding the confirmations of insurance, their quality, scope, and validity of the tenant’s insurance, or in respect to their absence, and does not detract from any duty imposed on the tenant under this agreement.

25.8

The tenant undertakes to comply with the terms of the insurance policies arranged by him, to pay the premiums in full and on time, and to act and ensure that the tenant’s policies are renewed from time to time according to need, and will remain valid for the entire tenancy period.

25.9

The tenant undertakes to follow the safety procedures to be publicized from time to time by the landlord and/or the management company and undertakes not to take and/or allow another to take any action or omission on the premises and/or the project which may cause an explosion and/or leak and/or which may endanger lives or the project.

25.10

The tenant commits that if the landlord and/or the management company are obligated to pay additional premiums beyond what is acceptable due to the irregular activity of the tenant, the tenant will pay the landlord and/or the management company, as the case may be, the difference, immediately upon their first demand to do so.

25.11

It is understood that the determination of the limit of liability as specified in sections 25.13 and 25.2.3 above is the minimal demand imposed on the tenant, and the tenant must analyze his exposure to liability and determine the limits of liability accordingly. The tenant states that he is estopped from raising any complaint and/or demand against the landlord and/or the management company and/or anyone acting on their behalf, relating to the negligible limits of liability.

25.12

The landlord undertakes to arrange and maintain on its own or through the management company, for the duration of this agreement, the following policies (hereinafter: the "Project’s Policies") with a duly licensed reputable insurance company:

25.12.1

Structural insurance for the project against loss or damage due to the accepted risks with expanded fire insurance including fire, smoke, lightening, explosion, earthquake, storm and hurricane, flood. Damages caused by liquids and cracking of pipes, injury by vehicles, injury by aircraft, disturbances, strikes, malicious damage and break in damage. These policies shall contain a waiver of subrogation clause towards the tenants for damage caused by them provided that the subrogation clause will not apply in favor of a person who causes damage maliciously. It is expressly agreed that for purposes of this section "Structures of the Project" shall not include the contents of the leased areas and will not include any addition, renovation or expansion done to the leased areas by or for the tenants (that is not through the landlord).

25.12.2

Third party insurance at a limit of liability that will not be less than the sum of $10,000,000 (ten million U.S. dollars) per event and accumulative during a policy year, that covers the duty of the landlord and the management company. The policy will be expanded to indemnify the tenant for harm or damage that may be caused to the person and/or property of any person inside the project, but outside of the premises, subject to the cross policy clause, by which the insurance will be deemed as having been arranged separately for each of the entities of the policy holder. It

is expressly agreed that this policy is residual and is extra coverage above all third party liability insurance policies that the tenant arranged or undertook to arrange, and this policy will not be considered as a joint policy to those arranged by the tenant.

25.12.3 

Employers insurance that covers the duty of the management company to its workers for harm caused during and due to their employment with the management company, with a limit of liability that will not be less than the maximum standard limit of liability acceptable in Israel at the time of the arrangement of the policy and/or its renewal.

25.12.4

Insurance covering the loss of rental fees and management expenses for damage caused to the project structure due to the risks specified in section 25.12.1, for a compensation period that will not be less than 12 months. Such policy will contain an express waiver of subrogation clause in favor of the tenant, provided that the waiver of subrogation shall not apply in favor of a person who causes damage maliciously.

25.13

The landlord represents on its behalf and on behalf of the management company that it will not have any claim and/or demand and/or action against the tenant for damage for which they are entitled to indemnification and/or for which they are entitled to be indemnified if not for the deductible specified in the policy) pursuant to the policies that were arranged by them as stated in sections 25.12.1 and 25.12.4 above, and they release the tenant from any liability for such damage. The aforesaid regarding an exemption from liability shall not apply in favor of a person who caused damage maliciously.

26.

Guarantee

26.1

To secure the satisfaction of all of the tenant’s obligations under this agreement and the management contract, the tenant undertakes to provide

the landlord at the signing of this agreement, a bank guarantee in the language appended hereto as Annex "H" as specified herein (hereinafter: the "Guarantee"):

26.1.1

The guarantee will be a bank guarantee linked to the index, non contingent, assignable, and made in favor of the landlord, able to be forfeited in its entirety or in installments at any time, and duly stamped.

26.1.2

The guarantee will be in the equivalent amount of rental fees for a number of rental months with linkage differential at the rate on the conveyance date, with VAT, as specified in the Annex of Special Terms.

26.1.3

The validity of the guarantee will be until the end of three months following the expiration of the tenancy period. If the agreement confers upon the tenant a right to extend the tenancy period for an extended tenancy period and the tenant exercises his right to extend the tenancy, the tenant will extend the guarantee no later than the date of the beginning of the extended tenancy period and/or will revise the amount as required by the terms of the extended tenancy.

26.1.4

Any expense involved in the issuance of the guarantee including fees, stamp duty and the like shall be paid solely by the tenant.

26.1.5

The landlord may exercise the guarantee or a part thereof in its sole discretion in any instance of a breach of the contract and/or a breach of the management contract by the tenant and/or in any instance where the landlord and/or the management company are not paid in a timely manner by the tenant.

26.2

The failure to produce the guarantee as provided by this section including supplementing it in the event that it was exercised shall be deemed a fundamental breach of this agreement and will grant the landlord the right to revoke the agreement and/or defer the conveyance date of the premises until the guarantee is produced without detracting from the tenant’s duties under this agreement, including his duty to pay rental fees, management fees and all other payments which he must remit according to this agreement, and without derogating from any other measure available to the landlord by this agreement and/or relevant law.

26.3

In any instance where the aforementioned guarantee or a part thereof is exercised, the tenant must supplement the guarantee and provide the landlord within 7 days from the date of exercise a new bank guarantee in the sum that was forfeited.

26.4

The tenant represents and undertakes that he is aware that the giving of the guarantee pursuant to this agreement and/or its exercise by the landlord does not constitute a waiver and/or infringement of any right

belonging to the landlord, including and without derogating from the foregoing generalities, its right to any other measure conferred upon it by this agreement or by relevant law.

26.5

The exercise of the guarantee by the landlord as stated, shall not grant the tenant any right to the premises and does not constitute a waiver or stipulation of any of the landlord’s rights or from the tenant’s obligations pursuant to this agreement and it does not replace any of them.

26.6

Upon the termination of the tenancy period and after the full satisfaction of all the tenant’s obligations pursuant to this agreement, including his obligation to depart the premises, full payment of rental fees, payment of taxes, expenses and all other sums which he must pay according to this agreement and by law, the landlord will return the guarantee to the tenant.

26.7

A violation of the provisions and commitments by the tenant according to this section constitutes a fundamental breach of the agreement.

27.

Breaches and remedies

27.1

The Contracts Law (Remedies for Breach of Contract), 5731-1970 shall apply to a breach of this agreement, even in those instances where specific remedies or measures are conferred by this agreement for the breach, without derogating from the provisions of this agreement or the provisions of any law.

27.2

Moreover, the tenant waives all rights of offsetting or claims of offsetting against the landlord and/or the management company relating to sums owed from him to the landlord and/or the management company pursuant to this agreement and the management contract.

27.3

Without derogating from any other measure and in addition to any right of the landlord derived from this agreement and any relevant law, the landlord is entitled to revoke the agreement, notwithstanding any provision about the tenancy period and the tenant shall be obliged in this instance to vacate the premises immediately or on the date determined by the landlord and restore the premises to the landlord as provided by this agreement, in each of the following instances:

27.3.1

The tenant commits a fundamental breach of this agreement.

27.3.2

The tenant breaches the agreement or a provision thereof that is not a fundamental breach and fails to rectify the breach within 7 days of the date when he received notice of such from the landlord.

27.3.3

The tenant repeatedly breaches the agreement or a provision thereof that is not a fundamental breach.

27.3.4

An application is filed with a court for the dissolution of the tenant, or to pronounce that he is bankrupt, to appoint a trustee, liquidator, interim liquidator, pre liquidator, a receiver for a substantial part of his assets, for him, an application for an order pursuant to article 233 of the Companies Law [New Version], or for the placement of a lien on a substantial part of his assets and an order was issued pursuant to the application or that the application was not rescinded or dismissed within 45 days from the date it was filed with the court.

27.4

If the agreement was revoked by the landlord as described above, in addition to any other provision relating to the evacuation of the premises and its return to the landlord, the following provisions will apply:

27.4.1

The landlord shall have the right to place a lien on the equipment and inventory of the tenant to secure the payment of any sum and/or compensation owed to the landlord and/or the management company related to the agreement and/or the breach thereof.

27.4.2

The landlord may disconnect the premises form the electric power, water supply, the telecommunications network, and from any other service or other system to which the premises is connected and/or which operates on the premises.

27.4.3

The landlord may prevent the tenant or anyone acting on his behalf from entering the premises, every section of the project including the parking lots and public spaces, except for the purpose of evacuating the premises and returning it to the landlord.

27.4.4

The tenant will pay the landlord fixed damages in the amount of rental fees owed by the tenant to the landlord pursuant to this agreement for the month that preceded the breach multiplied by four without the need for any proof of damages. The parties state that this compensation was fixed after an assessment was made of the amount of damage that could be caused to the landlord as a result of a breach of the agreement by the tenant and its revocation. Nothing in the foregoing shall detract from any other right available to the landlord by law and/or this agreement.

27.5

In the event that the tenant is late in paying any sum which he must make pursuant to this agreement to the landlord and/or the management company this payment shall bear arrears interest as provided herein:

27.5.1

The tenant will pay the landlord and/or the management company as the case may be, arrears interest on the amount in arrears at the rate practiced in Bank Leumi of Israel Ltd. for unauthorized overdrafts in regular debit accounts, the interest shall be calculated for the period from the day on which the tenant was to pay the amount in arrears until the date of actual payment.

27.5.2

If the arrears deals with a payment of an amount that was paid by the landlord and/or the management company to a third party instead of the tenant and which the tenant was to pay to the third party, the interest will be calculated for the period from the day the landlord and/or the management company paid the sum in arrears to the third party until reimbursement by the tenant. If the landlord and/or the management company paid the third party interest and/or an arrears fine due to the delay of the tenant in paying, the interest and/or arrears fine will be calculated as part of the principal debt which the tenant must reimburse the landlord and/or the management company, as the case may be.

27.5.3

If the tenant is late in the payment of any sum which he is obligated to pay the landlord and/or the management company in accordance with this agreement, each amount paid by the tenant shall first be credited to the interest and then the principal. If the collection of such amount involves costs and/or legal fees for the landlord and/or the management company, any amount paid as stated shall first be credited to pay the costs and/or legal fees and afterward credited according to the aforementioned order.

27.5.4

The payment of interest in accordance with this section shall not detract from the right of the landlord and/or the management company to any other measure fixed in this agreement and/or by law. The receipt of the interest shall not be construed as a waiver by the landlord and/or the management company of any other measure and/or any infringement of any right conferred upon them pursuant to this agreement and/or by relevant law.

27.5.5

Repeated tardiness, that exceeds 7 (seven) business days, in the making of any payment which the tenant is obligated to pay to the landlord and/or the management company pursuant to this agreement shall be deemed a fundamental breach of this agreement, conferring upon the landlord all the relief that is conferred upon it by this agreement and by law in respect to a fundamental breach of the agreement.

28.

Jurisdiction and arbitration

28.1

Without derogating from the generalities set forth in section 28.2 herein, the parties agree that only the relevant court in Tel Aviv Jaffa shall have sole jurisdiction to deliberate on matters relating and arising from this agreement and no other court.

28.2

Any disagreements and disputes which arise, if they arise, between the parties relating to the provisions of this agreement and/or resulting from the agreement will be determined by a sole arbitrator, as follows:

28.2.1

The arbitrator shall be an attorney chosen by both parties. If there is no agreement about the appointment within seven days from the date one party demanded arbitration proceedings from the other, the arbitrator will be chosen by the chairman of the district committee of the Tel Aviv Bar Association.

28.2.2

The arbitrator will set a first meeting within 7 (seven) days from the day he was appointed and will give his decision within 60 (sixty) days from the date of the first meeting which was set by him.

28.2.3

The arbitrator will be subject to substantial law and laws of evidence and must give reasons for his decision.

28.2.4

The arbitrator will be licensed to deliberate on a claim for eviction and be able to issue eviction orders. If an eviction order is requested, the arbitrator will deliberate on it first together with the charges related to eviction and/or resulting from it before any other charge or claim and will give his decision about the eviction within 30 days from the first meeting set by him.

28.3

Subject to section 28.2.4 the arbitrator is not authorized to issue any interim orders relating to the issue of occupancy of the premises or the exercise of securities that were given to the landlord and/or the management company and is also not authorized to turn to the courts in order to clarify this matter.

28.4

If the arbitration was demanded by the tenant and if prima facie proof was presented in the first arbitration meeting to the arbitrator that the tenant owed the landlord and/or the management company debts for rental fees, management fees, parking fees or for the consumption of electricity pursuant to the tenancy agreement and/or management company, the arbitrator will not continue with the arbitration proceedings unless within 7 (seven) days from that meeting the tenant deposits with him the amount of the debt or an unconditional bank guarantee for the payment of that debt. For purposes of this section the landlord’s books shall be prima facie proof for such debt.

28.5

The arbitrator will determine at the end of the arbitration proceeding, the legal expenses owed by one of the parties to the other, basing himself on the actual legal expenses borne by the parties. The arbitrator will also fix the amount of the arbitration fee and how much each of the parties should bear of that fee.

28.6

The provisions of this section shall be construed as an arbitration agreement between the parties under the Arbitration Law, 5728 - 1968.

29.

General Provisions

29.1

This agreement is the realization of all agreements, understandings, stipulations, representations, and intentions between the parties and replaces any instrument and/or draft and/or exhibit and/or promise whether written or verbal, express or implied, by one of the parties to the other prior to the signing of this agreement in respect to every matter related to this agreement.

29.2

Upon the signing of this agreement which constitutes the complete and binding agreement between the parties, any memorandum of understanding and/or agreement and/or representation and/or prospectus and/or promise and/or advertisement and/or prior drafts of this agreement made, if made, shall be cancelled and voided by the landlord or its representatives or anyone acting on its behalf and the landlord shall not be bound by any of them.

29.3

Any behavior, extension, waiver, permission, acceptance of money, change or the drawing up of a new contract shall not be indicative of any intent by either party, to waive and/or change any of their rights under this agreement, and shall not have any legal validity unless the waiver or the change was done expressly, in writing and signed by the waiving party or the party making the changes.

29.4

Refrain from using any right by the landlord and/or the management company pursuant to this agreement shall not constitute in any instance a waiver of the right or the basis for a claim of hindrance or postponement against them by the tenant.

29.5

Consent by one of the parties to a waiver and/or deviation from a term of this agreement in a specific instance shall