WAIVER LETTER
September 29, 1995
Mortgage and Realty Trust
0000 Xxx Xxxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxxxxxx 00000-1590
Attention: Board of Trustees
Dear Sirs:
This Waiver Letter is entered into in connection with the certain
Amended and Restated Collateral and Security Agreement dated as of September 29,
1995 (the "Collateral Agreement") by and among Mortgage and Realty Trust
("MRT"), the subsidiaries of MRT listed on the signature pages thereof, the
lenders listed on the signature pages thereof (the "Holders"), Wilmington Trust
Company, as Corporate Collateral Agent (the "Corporate Collateral Agent"), and
Xxxxxxx X. Xxxx, as Individual Collateral Agent (the "Individual Collateral
Agent" and, together with the Corporate Collateral Agent, the "Collateral
Agent"). In connection with the proposed change of name of MRT to "Value
Property Trust", the undersigned Corporate Collateral Agent, Individual
Collateral Agent and Holders hereby waive compliance with the requirement set
forth in Section 3.04 of the Collateral Agreement that MRT (i) give the
Collateral Agent at least 30 days' prior written notice of such change of name
and (ii) take all action simultaneously with or in advance of such change of
name as necessary to amend financing statements or continuation statements so
that they are not seriously misleading as a result of such change of name;
PROVIDED, that MRT shall, prior to the expiration of the four month period
immediately following the date on which such change of name has become
effective, amend all such financing statements or continuation statements in
such a manner as is necessary to cause the security interest of the Collateral
Agent in the Collateral to continue to be perfected.
The agreements and waivers set forth herein shall become effective
upon the execution of a counterpart of this Waiver Letter by each of the parties
hereto. The
agreements and waivers set forth herein shall be limited precisely as written
and nothing in this Waiver Letter shall be deemed to waive any other term,
provision or condition of the Collateral Agreement or prejudice any right or
remedy that the Holders or Collateral Agent may now have or may in the future
have under or in connection with the Collateral Agreement.
This Waiver Letter may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute but one and the same instrument.
Very truly yours,
WILMINGTON TRUST COMPANY,
as Corporate Collateral Agent
By: /s/ Mary St. Xxxxx
-----------------------------------
Title: Vice President
XXXXXXX X. XXXX,
as Individual Collateral Agent
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Title: Individual Collateral Agent
MUTUAL SERIES FUND, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Title: Vice President
INTERMARKET CORPORATION
By: /s/ Xxx X. Xxxxxxxxx
-----------------------------------
Title: Managing Director
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XXXXXX, XXXXXX & CO.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Title: Authorized Signatory
EMERALD PARTNERS
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Title: Vice President
XXXXXX-XXXXXXXX INVESTMENT
MANAGEMENT, L.P.
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Title: Vice President
Acknowledged and Agreed to
this 29th of September, 1995
MORTGAGE AND REALTY TRUST
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Title: C.F.O.
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