0000912057-95-008595 Sample Contracts

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WAIVER LETTER
Collateral Agreement • October 13th, 1995 • Mortgage & Realty Trust • Real estate investment trusts

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 William J. Wade, 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 act

MORTGAGE AND REALTY TRUST 11-1/8% SENIOR SECURED NOTES DUE 2002 AMENDED AND RESTATED INDENTURE Dated as of September 29, 1995
Collateral Agreement • October 13th, 1995 • Mortgage & Realty Trust • Real estate investment trusts • New York
MORTGAGE AND REALTY TRUST, THE SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HERETO, THE LENDERS LISTED ON THE SIGNATURE PAGES HERETO
Collateral and Security Agreement • October 13th, 1995 • Mortgage & Realty Trust • Real estate investment trusts • Delaware
Mortgage and Realty Trust /s/ Daniel F. Hennessey -------------------------- By: Daniel F. Hennessey Its: Treasurer and C.F.O.
Collateral and Security Agreement • October 13th, 1995 • Mortgage & Realty Trust • Real estate investment trusts

For and in consideration of your agreement to serve as the collateral agents under the Amended and Restated Collateral and Security Agreement, dated as of September 29, 1995 (the "Security Agreement"), and other Collateral Documents, the undersigned, Mortgage and Realty Trust, a Maryland real estate investment trust (the "Company"), does hereby agree to indemnify and hold harmless Wilmington Trust Company, as corporate collateral agent, and William J. Wade, as individual collateral agent (collectively, the Collateral Agents) against any and all losses, liabilities or expenses incurred by either of them arising out of or in connection with the acceptance or administration of their duties under the Security Agreement or the other Collateral Documents without gross negligence or bad faith on his or its part, including, but not limited to, all losses, liabilities or expenses arising in connection with the Release or presence of any Hazardous Substance at or from the Real Estate whether for

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