DEBENTURE
ENTERED INTO AND SIGNED ON JUNE 16, 1998
WHEREAS I, THE UNDERSIGNED, NOGATECH LTD. (51-164409-8)
(hereinafter: the "Mortgagor")
XX 00, XXX XXXXXX XX., XXXXX XXXXXX 00000
have received and will receive from time to time credit, documentary credit,
various loans, overdrafts in a checking account, a debit account or another
account, a letter of indemnification and guarantees for the Mortgagor or for
others pursuant to the Mortgagor's request, discount of notes, extensions and
miscellaneous banking relief and other various banking services (hereinafter,
jointly and severally - the "Banking Services") from Bank Hapoalim B.M.
(hereinafter: the "Bank"), under terms agreed upon and/or to be agreed upon
from time to time with respect to each such Banking Service;
THEREFORE, it has been agreed that the Mortgagor shall guarantee the
repayment of various amounts of money which the Mortgagor owes and/or shall
owe to the Bank in connection with the rendering of the Banking Services
and/or in connection with other obligations other than the Banking Services
and/or otherwise, all in accordance with the following terms:
NATURE OF THE DEBENTURE
1. This debenture is entered into in order to guarantee the full and
accurate payment of all the amounts due and to be due to the Bank from
the Mortgagor in connection with the rendering of the Banking Services
by the Bank to the Mortgagor and/or in connection with other
obligations other than the Banking Services and/or in any other manner,
whether due from the Mortgagor alone or jointly with others, whether
the Mortgagor has already undertaken or shall undertake the same in the
future, whether as a debtor and/or as a guarantor and/or as an endorser
or otherwise, due and/or which shall be due in future, due prior to the
exercise of the guarantees received as of the date hereof or at a later
date, due absolutely or contingently, due directly or indirectly, THE
AMOUNT THEREOF BEING UNLIMITED, in addition to interest, commissions,
various expenses, including foreclosure costs, legal fees, insurance
fees, stamping and other payments pursuant to this debenture and in
addition to differences of indexation of any kind due and to be due
from the Mortgagor and/or from the guarantee to the Bank in any form or
manner for linked principal and interest (all of the foregoing amounts,
jointly and severally, shall be referred to hereinafter as the
"Guaranteed Sums").
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THE SECURITY INTEREST
2. For the assurance of the full and accurate repayment of the Guaranteed
Sums, the Mortgagor hereby awards to the Bank and to the substitutes
thereof a senior security interest to the assets and the proceeds
thereof, as specified hereunder (hereinafter: the "Assets Subject to
the Security Interest"):
a. All the assets, moneys, property and rights of any kind,
without exception, which the Mortgagor has at present and
shall have in the future at any time, in any form or manner;
b. All the current property, without exception, which the
Mortgagor has at present and shall have in the future at any
time, in any form or manner, the current property meaning all
assets, moneys, property and rights of any kind save for real
estate, buildings and fixed equipment;
c. All the fixed property which the Mortgagor has at present and
shall have in the future, such property including, INTER ALIA,
real estate, buildings and fixed equipment;
d. All the securities and other documents in the possession of
the Bank and which shall be in the possession thereof from
time to time;
e. All the rights to real estate and/or all contractual rights
pursuant to agreements between the Mortgagor and the Israel
Land Administration and/or the Israel Development Authority
and/or the Jewish National Fund, existing at present and which
shall exist at any time in the future.
3. As an additional collateral for the full and accurate repayment of all
the Guaranteed Sums, the Mortgagor hereby mortgages and awards a senior
fixed security interest in favor of the Bank and the substitutes
thereof, to the Mortgagor's share capital not yet called and/or called
and not yet paid-up and the goodwill thereof, as being at present and
as being at any time (hereinafter, jointly and severally - the "Pledged
Assets").
4. As an additional collateral for the full and accurate repayment of the
Guaranteed Sums, the Mortgagor hereby mortgages and awards a security
interest in favor of the Bank to all the securities, documents, others'
notes, which the Mortgagor has delivered or will deliver from time to
time to the Bank, whether for collection, safekeeping or otherwise
(hereinafter: the "Pledged Documents"), and upon delivery thereof they
shall be and shall be deemed to be mortgaged and pledged to the Bank as
collateral and as a senior fixed security interest pursuant to the
terms of this debenture, and the provisions hereof shall apply to the
pledge and encumbrance thereof, MUTATIS MUTANDIS. The Bank shall not be
required to take any act in connection with the Pledged Documents and
shall not be liable for any damage caused in
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connection therewith, and the Mortgagor undertakes to indemnify the
Bank in any event in which the Bank shall be sued for such damage by
others. The Mortgagor hereby waives any claim of prescription in
advance.
5. The Assets Subject to the Security Interest, the Pledged Assets and the
Pledged Documents shall be referred to hereinafter as the "Pledged
Property".
THE MORTGAGOR'S DECLARATIONS
6. The Mortgagor hereby declares that:
a. The Pledged Property is not pledged, mortgaged or attached in
favor of others;
b. All of the Pledged Property is exclusively owned and possessed
thereby or by the Bank;
c. No lawful or contractual limitation or condition apply to the
transfer or pledge of the Pledged Property;
d. It is entitled to give a security interest in the Pledged
Property;
e. No assignment of right or any other act derogating from the
value of the Pledged Property has been made.
THE MORTGAGOR'S UNDERTAKINGS
7. The Mortgagor hereby undertakes as follows:
a. To hold the Pledged Property in accordance with the
instructions of the Bank alone;
b. To use and to tend to the Pledged Property with extreme
caution and to inform the Bank of any incident of damage or
defect thereto and to repair any damage, defect or malfunction
occurring to the Pledged Property due to the use thereof or
for any other reason, and to be liable to the Bank for any
incident of such breakage, damage, defect or malfunction;
c. To enable the representative of the Bank to visit and to
inspect the condition of the Pledged Property at any time at
the location thereof;
d. In any event in which the Bank shall make the Guaranteed Sums
payable immediately, as set forth in Section 18 hereunder, to
deliver the Pledged Assets and/or the Pledged Documents to the
Bank or to a guard on its behalf, at the Bank's first demand.
In the event that the Mortgagor shall refuse to comply with
the provisions of this subsection, the Bank may, without need
for the Mortgagor's consent,
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remove the Pledged Assets and/or the Pledged Documents from
the Mortgagor's possession and hold the same or deliver the
same to a guard on its behalf at the Mortgagor's expense.
In the event that the Pledged Assets and/or the Pledged
Documents shall have been delivered to a guard as aforesaid,
the Bank shall not be liable for any damage caused to the
Pledged Assets and/or to the Pledged Documents for any reason;
e. Not to sell, not to transfer, not to lease for a long term,
not to lease and not to deliver the Assets Subject to the
Security Interest or any part thereof and not to allow any use
thereof in any way - save for sales and transfers made in the
ordinary course of the Mortgagor's business - without the
Bank's prior written consent thereto;
f. To immediately notify the Bank of any attachment placed on the
Pledged Property, to immediately notify the attacher of the
security interest in favor of the Bank and to immediately
take, at its expense and without delay, all measures required
for the removal of the attachment;
g. To give no security interest and not to mortgage the Pledged
Property with rights equal, prior or later to or than the
Bank's rights in any form or manner and not to assign any of
the Mortgagor's rights to the Pledged Property without the
Bank's prior written consent;
h. To be liable for the truthfulness and veracity of all the
signatures, endorsements and details of notes, documents and
securities given or to be given to the Bank as collateral;
i. To timely pay all taxes and obligatory payments imposed on the
Pledged Property under any law and to provide the Bank, at the
demand thereof, with the invoices for all such payments; in
the event that the Mortgagor shall fail to pay such payments
on time, the Bank shall be entitled to pay the same at the
Mortgagor's expense and to charge it with the payment thereof,
in addition to expenses and Interest at the Highest Rate. Such
payments are guaranteed by this debenture;
j. To maintain books of account and to allow the Bank or a
representative thereof to inspect the books at any time. The
Mortgagor undertakes to assist the Bank or the attorneys
thereof, and to deliver balance sheets, documents and any
information required by them to them at their first demand,
including explanations relating to the financial and
operational condition of the Mortgagor and/or the business
thereof. Not to sell, not to transfer, not to lease for a long
term, not to lease, not to deliver, not to remove from the
possession thereof, not to forgo and not to waive, whether
fully or partially, any asset, claim or right which the
Mortgagor has or shall have from time to time, other than
within the framework of a transaction made in the ordinary
course of the
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Mortgagor's business and against full consideration, without
the Bank's prior written consent;
k. Not to lend to the Mortgagor's shareholders and not to pay
existing or future loans of the Mortgagor's shareholders in
any year, so long as the Mortgagor shall not have repaid to
the Bank the payments due therefrom to the Bank for the
Guaranteed Sums in that year, without the Bank's prior written
consent. The Mortgagor undertakes to cause the shareholders
thereof to undertake to the Bank not to demand or require
payment of such loans, save for the payment of existing loans
and subject to the aforesaid;
l. Not to institute any proceedings in connection with the
Guaranteed Sums which would potentially injure the Bank's
ability to exercise this debenture.
8. The Mortgagor undertakes to notify the Bank immediately:
a. of any event in which a right shall be claimed for any
collateral given or to be given to the Bank pursuant to this
debenture and/or of any proceedings for the execution or other
foreclosure of such collateral;
b. of any act listed in Section 18 hereunder;
c. of the devaluation of any collateral given and/or to be given
thereby;
d. of any application to be filed for the winding-up of the
Mortgagor or for receivership of the assets thereof and of any
resolution with respect to a Change of the Mortgagor's
Structure or of any intention of so doing;
e. of a change of address.
INSURANCE
9. The Mortgagor hereby undertakes to keep all of the Pledged Property
insured at all times for the full value thereof against all common
risks which the Bank shall name from time to time, as commonly
practiced in the Mortgagor's line of business, with such insurance
companies and under such terms as the Bank shall agree, and to transfer
to the Bank, up to the amount of this debenture, the rights deriving
from the insurance certificates, according to a form to be approved by
the Bank, to timely pay all the insurance fees and to deliver to the
Bank all the insurance certificates and the receipts for the payment of
the insurance fees.
10. Without derogating from the aforesaid, and in addition thereto, the
Mortgagor hereby undertakes to provide the insurance company, through
which the Pledged Property was guaranteed, with the following
provisions:
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a. An irrevocable determination of the Bank as a beneficiary
under the insurance contract (the insurance policy) and a
provision including the Bank in the actual insurance contract,
without the Bank being required to pay any premiums.
b. Payment of the insurance proceeds for the Pledged Asset,
whenever the insurance company shall be liable for the payment
of such compensation pursuant to the insurance contract or any
law, directly to the Bank.
c. Provision of a copy of the insurance contract to the Bank,
after naming it as a beneficiary as aforesaid.
All of the aforesaid shall apply without the need for any
additional consent on behalf of the Mortgagor or on behalf of
the substitutes and/or successors thereof.
The Mortgagor further undertakes to provide the Bank with a
confirmation from the insurance company and with an
undertaking on its part to act in accordance with the
foregoing provisions and to notify the Bank of any revocation
or expiration of the insurance contract, at least 30 (thirty)
days prior to such revocation or expiration - despite and
notwithstanding any provision to the contrary in the Insurance
Contract Law, 5741-1981, such notice constituting a condition
precedent to the revocation or expiration of the insurance
contract.
11. In each of the cases listed hereunder, the Bank shall be entitled, at
the sole discretion thereof, to insure the Pledged Property in the
Bank's name and to charge the Mortgagor's account for the expenses and
fees of the insurance:
a. The Mortgagor shall fail to insure the Pledged Property as set
out in the foregoing provisions of this debenture;
b. The Mortgagor shall fail to provide to the Bank, within 14
days from the date of signing of this debenture, insurance
certificates for the Pledged Property under such terms and for
such period as the Bank shall deem satisfactory at the sole
discretion thereof, in accordance with the provisions of this
debenture;
c. 30 days prior to the expiration of the insurance of the
Pledged Property, the Mortgagor shall fail to provide to the
Bank certificates of insurance for the Pledged Property under
such terms and for such period as the Bank shall deem
satisfactory at the sole discretion thereof, in accordance
with the provisions of this debenture;
In the event that the insurance shall be arranged by the Bank
as aforesaid, the Bank shall not be liable for any defect or
fault to be
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found in connection with the insurance. Amounts to be paid as
expenses and fees of such insurance are guaranteed by this
debenture.
12. In any event in which the Bank shall make the Guaranteed Sums payable
immediately as set forth in Section 18 hereunder in connection with the
insurance of the Pledged Property, the Mortgagor hereby appoints the
Bank as the sole attorney thereof, and confers thereon the exclusive
rights to negotiate in the name of the Mortgagor, to file claims, to
agree to arrangements, to settle, to waive, to receive moneys from
insurance companies and to credit the same against repayment of the
Guaranteed Sums. The above power of attorney is irrevocable, since the
rights of the Bank and the rights of a third party are contingent
thereon. The Mortgagor shall entertain no claim in connection with
arrangements, waivers and settlements which the Bank shall make with
insurance companies.
13. All of the Mortgagor's rights deriving from the insurance of the
Pledged Property, including rights pursuant to the Property Tax and
Compensation Fund Law, 5721-1961, as in effect at any time and pursuant
to any other law, whether or not transferred to the Bank as aforesaid,
are hereby pledged to the Bank as a senior fixed security interest and
encumbrance.
14. The Mortgagor hereby undertakes to sign all of the certificates and
necessary documents for the performance of this chapter's undertakings,
at the Bank's first demand. In addition, the Mortgagor undertakes not
to revoke or modify in any form any condition or conditions of said
insurance, without the Bank's prior written consent.
INTEREST
15. a. The Bank shall be entitled to calculate interest on the
Guaranteed Sums according to a rate agreed upon or to be
agreed upon from time to time between it and the Mortgagor. In
cases in which the interest rate shall not have been agreed
upon, the Bank shall be entitled to determine the rate of
interest and to notify the Mortgagor thereof. The Mortgagor
shall be liable for such interest rates and the Bank may add
them to the principal at the end of each month or of any other
period, as the Bank may determine;
b. Upon any delay in the payment of the Guaranteed Sums or any
part thereof, the Guaranteed Sums shall bear arrears interest
at a rate agreed upon in the agreement for the rendering of
the Banking Services. In the lack of determination with
respect to arrears interest, the Guaranteed Sums shall be
subject to Interest at the Highest Rate.
c. Whenever the Bank shall be entitled to foreclose the
collateral pursuant to this debenture, the Bank shall be
entitled to raise the rates of interest on the Guaranteed Sums
up to the Interest at the Highest Rate charged by the Bank at
the time being, or by (sic) irregular interest in debit
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accounts or checking account interest (hereinafter: "Interest
at the Highest Rate").
DATES OF PAYMENT
16. The Mortgagor hereby undertakes to accurately repay the Guaranteed Sums
and any part thereof to the Bank on the date of repayment thereof, as
determined and as to be determined from time to time.
17. The Mortgagor shall be entitled to make early payment of the Guaranteed
Sums or any part thereof prior to the due date thereof, subject to that
the Mortgagor shall pay the Bank all the amounts which the Bank would
have received from the Mortgagor on account of the Guaranteed Sums, if
early payment of such amount would not have been made, and any expense
resulting from the early payment, if any.
18. Without derogating from the generality of the provisions of this
debenture, the Bank shall be entitled, in each of the following cases,
to make the Guaranteed Sums payable immediately and to charge such
amount to any of the Mortgagor's accounts, and the Mortgagor undertakes
to pay all of the Guaranteed Sums, and the Bank may take any means it
shall deem fit in order to collect the Guaranteed Sums, and in
particular, to foreclose the collateral in any manner lawfully
permissible, at the Mortgagor's expense:
a. The Mortgagor shall breach or shall fail to fulfill any
condition hereof, or the Mortgagor shall breach other
undertakings assumed or to be assumed by the Mortgagor towards
the Bank, or any of the Mortgagor's declarations herein or any
other declaration given or to be given to the Bank by the
Mortgagor in connection with the Guaranteed Sums shall
transpire to be incorrect or inaccurate;
b. The Mortgagor shall resolve to wind-up voluntarily and/or a
winding-up order shall be issued against it and/or a temporary
liquidator or a special manager shall be appointed for each of
them (sic) and/or the Mortgagor's name shall be erased from
any register maintained by law, or shall be scheduled to be
erased;
c. A receiver shall be appointed for all or part of the
Mortgagor's property, or a receivership order shall be issued;
d. An attachment shall be placed or a similar execution act
instituted with respect to a material part of the Mortgagor's
property or to any of the collateral given by the Mortgagor;
e. The Mortgagor shall cease to pay its debts or to conduct its
business;
f. All or a substantial part of the work conducted at the
Mortgagor's shall be suspended for a period of two months or
more;
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g. The Bank, at the sole discretion thereof, shall deem that a
material event shall have occurred, which may considerably
undermine the Mortgagor's financial ability;
h. The Mortgagor shall fail to pay any of the Guaranteed Sums for
more than 21 days;
i. The Pledged Property or any part thereof shall have been
destroyed, burnt, devaluated or lost.
j. The number of stockholders of the Mortgagor and/or the number
of members constituting the Mortgagor shall fall below the
minimal number required by law;
k. The Mortgagor shall have died or shall have become
incapacitated, bankrupt or incarcerated or shall have departed
the country, or upon the occurrence of death, incapacitation,
bankruptcy, winding-up, incarceration or departure from the
country or breach of an undertaking by any party to the notes,
documents and securities given or to be given to the Bank as
collateral;
l. The value of the collateral given in order to assure repayment
of the Guaranteed Sums or the repayment ability of the
Mortgagor's guarantors shall, at the Bank's sole discretion
and according to the exclusive estimate thereof, have been
adversely modified, including death, bankruptcy or departure
of the guarantor from the country;
m. The Mortgagor shall be required to make early repayment of
debts owed by the Mortgagor to other creditors;
n. One of the foregoing events listed in this Section shall have
occurred to any guarantor for the repayment of the Guaranteed
Sums, MUTATIS MUTANDIS.
THE BANK'S RIGHTS
19. The Bank is entitled to the rights of possession, lien, offset and
security interest to all of the amounts, assets and rights, including
securities, coins, gold, bank notes, documents of commodities,
insurance policies, notes, assignments, obligations, deposits,
collateral and the consideration therefor, to be found at the Bank at
any time in the Mortgagor's credit or therefor, including those
delivered for collection, security, safekeeping or otherwise. The Bank
may withhold such assets pending repayment in full of the Guaranteed
Sums or sell them and use the consideration, in full or in part, in
order to repay the Guaranteed Sums. In the event that the amounts
set-off are deposited in foreign currency, the Mortgagor hereby
authorizes the Bank and instructs it in advance to sell the credit
balance of the foreign currency at the
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rate obtainable by the Bank therefor at such time, and to offset the
sale consideration against the Guaranteed Sums.
20. The Bank may at any time charge any of the Mortgagor's accounts for any
amount due therefrom and to be due therefrom in any manner, and to
credit any amount received therefrom or therefor to such account as it
shall deem fit, and to transfer any amount to his credit to any other
account as it shall deem fit.
21. The Mortgagor confirms that the books and accounts of the Bank are
reliable in its eyes, shall be deemed correct and shall serve as PRIMA
FACIA evidence against it in all details thereof, INTER ALIA, in all
matters pertaining to the calculation of the Guaranteed Sums, the
details of the bills, guarantees and other collateral and any other
matter related to this debenture.
22. The Bank shall be entitled, at the sole discretion thereof, to accept
or to decline to accept any order or notice given thereto verbally,
over the telephone or in any manner other than in a clear and legible
writing. In the event that the Bank shall agree to act pursuant to the
Mortgagor's instructions given other than by a written instruction in
the acceptable manner, the Mortgagor assumes responsibility for all
errors, misunderstandings or discrepancies and for damage and/or loss
and/or breach to be caused due to the rendering of such instructions.
23. Without derogating from the other provisions of this debenture, any
waiver, extension, discount, reticence, non-action (hereinafter:
"Waiver") on the part of the Bank with respect to the non-fulfillment
or partial or incorrect fulfillment of any of the Mortgagor's
undertakings under this debenture and/or any other undertakings of the
guarantee, shall not be deemed as a Waiver on the part of the Bank of
any right, but as a limited consent for the special circumstances in
which it was made. No Waiver given by the Bank to any party to a note
to be held by the Bank for the assurance of the Guaranteed Sums shall
in any way affect the Mortgagor's undertaking.
24. a. In each of the cases listed in Section 18 above, the Bank
shall be entitled to take all measures it shall deem fit in
order to collect the Guaranteed Sums and to exercise all of
the rights thereof pursuant to this debenture, including
foreclosing the Pledged Property, in whole or in part, and
using the proceeds in order to repay the Guaranteed Sums,
without the Bank being required to exercise any other
guarantee or collateral, if any shall be held by the Bank;
b. In the event that the Bank shall decide to realize securities,
notes or other negotiable instruments - an advance notice of
three days with respect to the measures about to be taken by
the Bank shall be deemed as a reasonable period of time for
the purpose of Article 19 of the Pledge Law, 5727-1967 or any
other statutory provision replacing it.
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c. As the Mortgagor's attorney, and for the purposes of this
Section the Mortgagor irrevocably appoints the Bank as its
attorney, the Bank may sell the Pledged Property subject to
the terms of this debenture or any part thereof, by auction or
otherwise, either itself or through others, in consideration
for cash, installments or otherwise, for such price and under
such conditions as the Bank shall determine at the sole
discretion thereof; the Bank may further foreclose the Pledged
Property or any other property, either itself, through the
Courts or through an Execution Office by, INTER ALIA,
appointing a receiver or a receiver and manager on behalf of
the Bank who shall be entitled, among his other authorities:
1) To gain possession of all or part of the Pledged
Property;
2) To manage the Mortgagor's business or take part in the
management thereof, as he shall deem fit;
3) To sell or agree to the sale of the Pledged Property,
in whole or in part, to transfer the same or agree to
the transfer thereof in any other manner, under such
conditions as he shall deem fit;
4) To make any other arrangement with respect to the
Pledged Property and/or any part thereof, as he shall
deem fit.
d. Any revenue to be received by the receiver or by the receiver
and manager from the Pledged Property, and any proceeds to be
received by the Bank and/or by the receiver or the receiver
and manager from the sale of the Pledged Property or any part
thereof shall be applied as follows:
1) First, for the payment of the expenses incurred and
which shall be incurred with respect to the collection
of the Guaranteed Sums, including the costs of the
receiver or the receiver and manager and the fees
thereof, at a rate to be determined by the Bank or
approved by the Courts or an Execution Office.
2) Second, for the payment of the additional amounts due
to the Bank pursuant to the provisions for indexation,
interest, damages, commissions and expenses due and to
be due to the Bank pursuant to this debenture.
3) Third, for the payment of the principal of the
Guaranteed Sums.
Or in any other order of application to be determined
by the Bank.
25. In the event that the Guaranteed Sums or any part thereof shall not yet
have become due at the time of sale of the Pledged Property, or that
the Guaranteed
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Sums shall be received by the Bank only contingently, the Bank shall
be entitled to collect the amount sufficient to cover the Guaranteed
Sums from the proceeds of the sale, and the amount collected shall be
pledged to the Bank for the assurance thereof and shall remain in the
Bank's possession until payment thereof.
NATURE OF THE COLLATERAL
26. The collateral given to the Bank pursuant to this debenture are of a
permanent nature and shall remain in effect until the Bank shall
approve in writing that this debenture is void.
27. In the event that other collateral or guarantees were given or shall be
given to the Bank for the payment of the Guaranteed Sums, all such
collateral and guarantees shall be independent of each other.
28. In the event that the Bank shall compromise or shall grant the
Mortgagor an extension or a relief, or shall change the Mortgagor's
undertakings in connection with the Guaranteed Sums, shall release or
shall waive other collateral or guarantees - such acts shall not change
the nature of the collateral created pursuant to this debenture and all
of the collateral and the Mortgagor's undertakings pursuant to the
debenture shall remain in full force and effect.
RIGHT OF TRANSFER
29. The Bank may at any time, at the discretion thereof, and without
requiring the Mortgagor's consent, transfer this debenture and its
rights hereunder, including the collateral, in whole or in part, and
the transferee too shall be entitled to transfer such right to another
without the need for any additional consent from the Mortgagor. The
transfer may be made by an endorsement on the margins of or on this
debenture, or in any other manner deemed fit by the Bank or the
transferee.
30. The Bank may deposit the collateral given or to be given pursuant to
this debenture, or part thereof, with a guard, according to its
discretion and at the Mortgagor's expense, and may replace the guard
from time to time; the Bank shall further be entitled to register such
collateral, in whole or in part, with any competent authority pursuant
to any law and/or in any public registry.
NOTICE OF PROTESTS
31. The Mortgagor undertakes to notify the Bank in writing of any protest
or objection it may have, if any, in connection with any account,
account summary, confirmation or notice it shall receive from the Bank.
If the Mortgagor shall fail to protest or object within 21 days from
the date of dispatch of the said account, account summary, confirmation
or notice, the Bank shall be entitled to deem it as having approved the
correctness thereof.
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EXPENSES
32. All of the expenses incurred in connection with the preparation of this
debenture, the stamping and registration thereof, foreclosure of the
collateral and institution of collection proceedings (including the
issuance of warning letters, search of address, investigations and the
legal fees of the Bank's attorney), insurance, guarding, maintenance
and repair of the Pledged Property - shall be paid by the Mortgagor to
the Bank at the first demand thereof, in addition to Interest at the
Highest Rate. Pending payment thereof in full, all of the said expenses
shall be guaranteed by this debenture.
INTERPRETATION
35. In this debenture - (a) the singular shall import the plural, and vice
versa; (b) the masculine form shall import the feminine form, and vice
versa; (c) the "Bank" shall mean Bank Hapoalim B.M. and each and every
one of the branches thereof existing on the date hereof and/or to be
opened at any location in the future, the transferees and substitutes
thereof and others acting on behalf of the Bank; (d) "Notes" shall mean
promissory notes, notes of exchange, checks, undertakings, guarantees,
collateral, assignments, bills of lading, bills of deposit and any
other negotiable document; (e) "Interest at the Highest Rate" shall
mean interest at the highest rate charged by the Bank at the time being
and from time to time for overdrafts and arrears in debit accounts or
in checking accounts, whichever is the higher; (f) "Change of
Structure" shall mean, with respect to the Mortgagor - a merger or a
spin-off (as these terms are defined in Section E2 of the Income Tax
Ordinance or any other statutory provision replacing it), and the
transfer of assets in consideration for shares, whether pursuant to the
said Section E2 or otherwise; (g) the headings of the sections are
inserted for the sake of orientation only and shall not be used for the
interpretation of this debenture; (h) the preamble to this debenture
constitutes an integral part hereof.
NOTICES AND WARNINGS
34. Any notice mailed by the Bank to the Mortgagor in a registered or
ordinary letter at the address entered after the name thereof, or at
the address of the Mortgagor's registered office or at another address
of which the Mortgagor shall notify the Bank in writing, shall be
deemed as a lawful notice received by the Mortgagor 48 hours from the
time at which the letter containing the notice shall have been sent.
A written declaration by the Bank shall serve as evidence with respect
to the time of dispatch of the notice. Any notice to be given to the
Mortgagor in any manner of written notice (sic) shall be deemed to have
been received thereby at the time of issuance or publication thereof.
VENUE
14
35. The venue for the purposes of this debenture is hereby determined as
the competent court closest to the place of signing of this debenture,
or the competent court in any one of the following cities:
Jerusalem, Tel Aviv Jaffa, Haifa, Beer Sheva or Nazareth.
IN WITNESS WHEREOF, I HAVE HERETO SET MY HAND:
(-) (-)
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NOGATECH LTD.
