Exhibit 4.5
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of September 29, 1995, made by MORTGAGE AND
REALTY TRUST, a real estate investment trust formed under the laws of Maryland
(the "Issuer"), in favor of WILMINGTON TRUST COMPANY, as collateral agent for
the trustee and the holders under the Amended and Restated Indenture referred to
below (in such capacity, the "Collateral Agent").
W I T N E S S E T H:
--------------------
WHEREAS, the Issuer has entered into the Amended and Restated
Indenture, dated as of September 29, 1995, with Wilmington Trust Company, as
trustee (said Amended and Restated Indenture, as it may be amended or otherwise
modified from time to time, being the "Indenture" and capitalized terms not
defined herein but defined therein being used herein as therein defined); and
WHEREAS, the Issuer is the legal and beneficial owner of the shares of
capital stock described in Schedule I hereto and issued by the issuers named
therein (the "Pledged Shares"); and
WHEREAS, it is a condition precedent under the Plan of Reorganization
in the Chapter 11 case of the Issuer that the Issuer shall have made the pledge
contemplated by this Agreement;
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration receipt of which is hereby
acknowledged, the Issuer hereby agrees with the Collateral Agent on behalf and
for the benefit of the Holders as follows:
SECTION 1. PLEDGE. The Issuer hereby pledges to the Collateral Agent
on behalf and for the benefit of the Holders, and grants to the Collateral Agent
on behalf and for the benefit of the Holders a security interest in, the
following (the "Pledged Collateral"):
(i) all of the Pledged Shares;
(ii) all additional shares of stock or other securities of any
issuer of the Pledged Shares from time to time acquired by the Issuer
in any manner and all shares of stock or other securities of any
Person who, after the date of this Agreement, becomes, as a result of
any occurrence,
a corporate Subsidiary of the Issuer (any such shares being
"Additional Shares");
(iii) the certificates representing the shares referred to in
clauses (i) and (ii) above; and
(iv) all dividends, cash, instruments and other property or
proceeds, from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
foregoing.
SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures and the
Pledged Collateral is security for the full and prompt payment when due (whether
at stated maturity, by acceleration or otherwise) of, and the performance of,
the Obligations of the Issuer under the Indenture and the Notes, whether now or
hereafter existing and whether for principal, interest, fees, expenses or
otherwise (the "Secured Obligations").
SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of the Collateral Agent pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent. The Collateral Agent shall have
the right, at any time in its discretion and without notice to the Issuer, to
transfer to or to register in its name or in the name of any of its nominees any
or all of the Pledged Collateral. In addition, the Collateral Agent shall have
the right at any time to exchange certificates or instruments representing or
evidencing any of the Pledged Collateral for certificates or instruments of
smaller or larger denominations.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Issuer makes the
following representations:
(a) The Pledged Shares (i) have been duly authorized and validly
issued; (ii) are fully paid and non-assessable; and (iii) constitute 100% of the
issued and outstanding shares of stock of the respective issuers thereof.
(b) The Issuer is the legal and beneficial owner of the Pledged
Collateral free and clear of any Lien, except for the Lien created by this
Agreement and the other Collateral Documents.
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(c) The pledge and delivery of the Pledged Shares pursuant to this
Agreement (and the filing of Uniform Commercial Code ("UCC") financing
statements with respect to the Pledged Shares) will create a valid and perfected
security interest in the Pledged Collateral, in favor of the Collateral Agent on
behalf and for the benefit of the Holders securing the payment of all of the
Obligations of the Issuer under the Indenture and the Notes.
(d) No consent, authorization, approval, or other action by, and no
notice to or filing with, any Governmental Authority is required for the pledge
by the Issuer of the Pledged Collateral pursuant to this Agreement or for the
due execution, delivery or performance of this Agreement by the Issuer, except
for the filing of UCC financing statements with respect to the Pledged
Collateral.
(e) The issuers listed on Schedule I are the only corporate
Subsidiaries of the Issuer.
SECTION 5. FURTHER ASSURANCES, ETC. (a) The Issuer agrees that at
any time and from time to time, at the cost and expense of the Issuer, the
Issuer will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary, or that the Collateral Agent
may reasonably request, in order to perfect and protect the Lien granted or
purported to be granted hereby or to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.
(b) The Issuer agrees to defend the title to the Pledged Collateral
and the Lien thereon of the Collateral Agent against the claim of any other
Person and to maintain and preserve such Lien until indefeasible payment in full
of all of the Obligations of the Issuer under the Indenture and the Notes.
SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC.
(a) As long as no Default or Event of Default shall have occurred and
be continuing (or, in the case of subsection (a)(i) of this Section 6, as long
as no notice thereof shall have been given by the Collateral Agent to the
Issuer):
(i) The Issuer shall be entitled to exercise any and all voting
and other consensual rights pertaining to the Pledged Collateral or
any part thereof for any purpose not inconsistent with the terms of
this Agreement, any other Collateral Document or the Indenture.
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(ii) The Issuer shall be entitled to receive and retain any and
all dividends in respect of the Pledged Collateral, other than any and
all
(A) dividends paid or payable other than in cash in respect
of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any
Pledged Collateral,
(B) dividends and other distributions paid or payable in
cash in respect of any Pledged Shares or Additional Pledged
Shares in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital
surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged Collateral,
all of which shall be forthwith delivered to the Collateral Agent to
hold as Pledged Collateral and shall, if received by the Issuer, be
received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of the Issuer, and be
forthwith delivered to the Collateral Agent as Pledged Collateral in
the same form as so received (with any necessary indorsement).
(iii) The Collateral Agent shall execute and deliver (or cause to
be executed and delivered) to the Issuer all such proxies and other
instruments as the Issuer may reasonably request for the purpose of
enabling the Issuer to exercise the voting and other rights which it
is entitled to exercise pursuant to paragraph (i) above and to receive
the dividends which it is authorized to receive and retain pursuant to
paragraph (ii) above.
(b) Upon the occurrence and during the continuance of a Default or an
Event of Default:
(i) Upon notice by the Collateral Agent to the Issuer, all
rights of the Issuer to exercise the voting and other consensual
rights which it would otherwise be entitled to exercise pursuant to
Section 6(a)(i) above shall cease, and all such rights shall thereupon
become vested in the Collateral Agent who shall thereupon have the
sole
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right to exercise such voting and other consensual rights.
(ii) All rights of the Issuer to receive the dividends which it
would otherwise be authorized to receive and retain pursuant to
Section 6(a)(ii) above shall cease, and all such rights shall
thereupon become vested in the Collateral Agent who shall thereupon
have the sole right to receive and hold as Pledged Collateral such
dividends.
(iii) All dividends which are received by the Issuer contrary to
the provisions of paragraph (ii) of this Section 6(b) shall be
received in trust for the benefit of the Collateral Agent, shall be
segregated from other funds of the Issuer and shall be forthwith paid
over to the Collateral Agent as Pledged Collateral in the same form as
so received (with any necessary indorsement).
(iv) The Issuer shall, if necessary to permit the Collateral
Agent to exercise the voting and other rights which it may be entitled
to exercise pursuant to Section 6(b)(i) above and to receive all
dividends and distributions which it may be entitled to receive under
Section 6(b)(ii) above, execute and deliver to the Collateral Agent,
from time to time and upon written notice of the Collateral Agent,
appropriate proxies, dividend payment orders and other instruments as
the Collateral Agent may reasonably request. The foregoing shall not
in any way limit the Collateral Agent's power and authority granted
pursuant to Section 8 hereof.
SECTION 7. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES. (a) The
Issuer agrees that it will not (i) sell or otherwise dispose of, or grant any
option or warrant with respect to, any of the Pledged Collateral, or (ii) create
or permit to exist any Lien upon or with respect to any of the Pledged
Collateral, except for the Lien created pursuant to this Agreement.
(b) The Issuer agrees that it will (i) cause each issuer of the
Pledged Shares not to issue any shares of stock or other securities in addition
to or in substitution for the Pledged Shares, except, with the written consent
of the Required Holders, to the Issuer, (ii) pledge hereunder, immediately upon
its acquisition (directly or indirectly) thereof, any and all Additional Shares,
and (iii) promptly (and in any event within three Business Days) deliver to the
Collateral Agent a Pledge Amendment, duly executed by the Issuer, in
substantially the form of Schedule II hereto (a
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"Pledge Amendment"), in respect of the Additional Shares, together with all
certificates or other instruments representing or evidencing the same. The
Issuer hereby (i) authorizes the Collateral Agent to attach each Pledge
Amendment to this Pledge Agreement, (ii) agrees that all Additional Shares
listed on any Pledge Amendment delivered to the Collateral Agent shall for all
purposes hereunder constitute Pledged Shares, and (iii) is deemed to have made,
upon such delivery, the representations and warranties contained in Section 4
hereof with respect to such Pledged Collateral.
SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT AND PROXY.
The Issuer hereby irrevocably constitutes and appoints the Collateral Agent and
any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact and proxy with full irrevocable power and authority in
the place and stead of the Issuer and in the name of the Issuer or in its own
name, from time to time in the Collateral Agent's discretion, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action
and to execute and deliver any and all documents and instruments which the
Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement, including, without limitation, to receive, indorse and collect
all instruments made payable to the Issuer representing any dividend or other
distribution or payment in respect of the Pledged Collateral or any part
thereof, to give full discharge for the same, and to vote or grant any consent
in respect of the Pledged Shares authorized by Section 6(b) hereof. The Issuer
hereby ratifies, to the extent permitted by law, all that any said attorney
shall lawfully do or cause to be done by virtue hereof. This power, being
coupled with an interest, is irrevocable until the Secured Obligations are paid
in full.
SECTION 9. COLLATERAL AGENT MAY PERFORM. If the Issuer fails to
perform any agreement contained herein, the Collateral Agent may itself perform,
or cause performance of, such agreement, and the expenses of the Collateral
Agent incurred in connection therewith shall be payable by the Issuer under
Section 12 hereof and constitute Secured Obligations secured hereby.
SECTION 10. REASONABLE CARE. The Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own property,
it being understood that neither the Collateral Agent nor any Holder shall have
responsibility for (i) ascertaining or taking action with
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respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Pledged Collateral, whether or not the Collateral Agent or any
Holder has or is deemed to have knowledge of any such matter, or (ii) taking
any necessary steps to preserve rights against any Person with respect to any
Pledged Collateral.
SECTION 11. REMEDIES UPON DEFAULT. If any Event of Default shall
have occurred and be continuing:
(a) The Collateral Agent may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party after
default under the Uniform Commercial Code (the "Code") in effect in the State of
New York at that time, and the Collateral Agent may also, without notice except
as specified below, sell the Pledged Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange, broker's board or at
any office of the Collateral Agent or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Collateral Agent may deem
commercially reasonable. The Issuer agrees that, to the extent notice of sale
shall be required by law, at least ten days' notice to the Issuer of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. The Collateral Agent shall not
be obligated to make any sale of Pledged Collateral regardless of notice of sale
having been given. The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned. The Issuer hereby waives any claims against the Collateral Agent
arising by reason of the fact that the price at which any Pledged Collateral may
have been sold at such a private sale was less than the price which might have
been obtained at a public sale, even if the Collateral Agent accepts the first
offer received and does not offer such Pledged Collateral to more than one
offeree.
(b) If the Collateral Agent shall determine to exercise its right to
sell all or any of the Pledged Collateral pursuant to this Section 11, the
Issuer agrees that, upon request of the Collateral Agent, the Issuer will, at
its own cost and expense:
(i) execute and deliver, and use its best efforts to cause each
issuer of the Pledged Shares and its directors and officers to execute
and deliver, all such instruments and documents, and do or cause to be
done all such other acts and things, as may be necessary or, in the
opinion of
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the Collateral Agent, necessary or advisable to register such
Pledged Shares under the provisions of the Securities Act of
1933, as from time to time amended (the "Securities Act"), and to
cause the registration statement relating thereto to become effective
and to remain effective for such period as prospectuses are required
by law to be furnished, and to make all amendments and supplements
thereto and to the related prospectus which, in the opinion of the
Collateral Agent, are necessary or advisable, all in conformity with
the requirements of the Securities Act and the rules and regulations
of the Securities and Exchange Commission ("SEC") applicable thereto;
(ii) use its best efforts to qualify the Pledged Collateral under
the state securities or "Blue Sky" laws and to obtain all necessary
governmental approvals for the sale of the Pledged Collateral, as
requested by the Collateral Agent;
(iii) make available to its security holders, as soon as
practicable, an earning statement which will satisfy the provisions of
section 11(a) of the Securities Act; and
(iv) do or cause to be done all such other acts and things as may
be necessary to make such sale of the Pledged Collateral or any part
thereof valid and binding and in compliance with applicable law.
The Issuer further acknowledges the impossibility of ascertaining the amount of
damages which would be suffered by the Collateral Agent or the Holders by reason
of the failure by the Issuer to perform any of the covenants contained in this
Section 11 and, consequently, agrees that, if the Issuer shall fail to perform
any of such covenants, it shall pay, as liquidated damages and not as a penalty,
an amount equal to the value of the Pledged Collateral on the date the
Collateral Agent shall demand compliance with this Section.
(c) The Issuer recognizes that, by reason of the aforementioned
requirements and certain prohibitions contained in the Securities Act and
applicable state securities laws, the Collateral Agent may, at its option, elect
not to require the Issuer to register all or any part of the Pledged Collateral
and may therefore be compelled, with respect to any sale of all or any part of
the Pledged Collateral, to limit purchasers to those who will agree, among other
things, to acquire such securities for their own account, for investment, and
not with a view to the distri-
8
bution or resale thereof. The Issuer acknowledges and agrees that any such
sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale without such restrictions and, notwithstanding
such circumstances, agrees that any such sale shall be deemed to have been made
in a commercially reasonable manner. The Collateral Agent shall be under no
obligation to delay the sale of any of the Pledged Collateral for the period
of time necessary to permit the Issuer to register such securities for public
sale under the Securities Act, or under applicable state securities laws,
even if the Issuer would agree to do so.
(d) If the Collateral Agent determines to exercise its right to sell
any or all of the Pledged Collateral, upon written request, the Issuer shall,
from time to time, furnish to the Collateral Agent all such information as the
Collateral Agent may request in order to determine the number of shares and
other instruments included in the Pledged Collateral which may be sold by the
Collateral Agent as exempt transactions under the Securities Act and rules of
the SEC thereunder, as the same are from time to time in effect.
(e) Any cash held by the Collateral Agent as Pledged Collateral and
all cash proceeds received by the Collateral Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged
Collateral shall be applied by the Collateral Agent in accordance with the
provisions of Section 6.10 of the Indenture.
SECTION 12. EXPENSES. The Issuer will upon demand pay to the
Collateral Agent the amount of any and all reasonable expenses, including,
without limitation, the reasonable fees and expenses of the Collateral Agent's
counsel and of any experts and agents, which the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, sale of, collection from, or other realization upon, any of the
Pledged Collateral, (iii) the exercise or enforcement of any of the rights and
remedies hereunder of the Collateral Agent and the Holders, or (iv) the failure
by the Issuer to perform or observe any of the provisions hereof.
SECTION 13. SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent and security interests hereunder, and all obligations of the Issuer
hereunder, shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of any provision of
the Indenture, the Notes or
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any other Collateral Document or any other agreement or instrument
relating thereto;
(ii) any change in the time, manner or place of payment of, or in
any other term of, or any increase in the amount of, all or any of the
Secured Obligations, or any other amendment or waiver of any term of,
or any consent to any departure from any requirement of, the
Indenture, the Notes or any other Collateral Document;
(iii) any exchange, release or non-perfection of any Lien on any
other collateral, or any release or amendment or waiver of any term of
any guaranty of, or consent to departure from any requirement of any
guaranty of, all or any of the Secured Obligations; or
(iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, a borrower or a pledgor.
SECTION 14. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement nor consent to any departure by the Issuer herefrom shall in
any event be effective unless the same shall be in writing, approved by the
Required Holders and signed by the Collateral Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 15. ADDRESSES FOR NOTICES. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telex, telecopy or cable communication) and mailed, telegraphed,
telexed, telecopied, cabled or delivered by hand, if to the Issuer or the
Collateral Agent, addressed to the Issuer or the Collateral Agent, as the case
may be, at its address specified in the Indenture, or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party complying as to delivery with the terms of this Section. All such
notices and other communications shall, when mailed, telegraphed, telexed,
telecopied, cabled or delivered, be effective when deposited in the mails,
delivered to the telegraph company, confirmed by telex answerback, telecopied
with confirmation of receipt, delivered to the cable company or delivered by
hand to the addressee or its agent, respectively.
SECTION 16. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES OR
OBLIGATIONS. This Pledge Agreement shall create a continuing security interest
in the Pledged Collateral and shall (i) remain in full force and effect until
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indefeasible payment in full of the Obligations of the Issuer under the
Indenture and the Notes, (ii) be binding upon the Issuer, its successors and
assigns, and (iii) inure, together with the rights and remedies of the
Collateral Agent hereunder, to the benefit of and be enforceable by the
Collateral Agent and the Holders and their respective successors, transferees
and assigns. Without limiting the generality of the foregoing clause (iii), any
Holder may assign or otherwise transfer any Note held by it or Obligation of the
Issuer under the Indenture and the Notes owing to it to any other Person, and
such other Person shall thereupon become vested with all the rights in respect
thereof granted to such Holder herein or otherwise with respect to such Note or
Obligations so transferred or assigned. Upon the payment in full of the
Obligations of the Issuer under the Indenture and the Notes, the Issuer shall be
entitled to the return, upon its request and at its expense, of such of the
Pledged Collateral as shall not have been sold or otherwise applied pursuant to
the terms hereof.
SECTION 17. GOVERNING LAW; SEVERABILITY; TERMS. This Agreement shall
be governed by, and be construed and interpreted in accordance with, the law of
the State of New York. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity and without invalidating the remaining
provisions of this Agreement. Unless otherwise defined herein or in the
Indenture, terms defined in Article 9 of the Uniform Commercial Code as in
effect in the State of New York are used herein as therein defined.
SECTION 18. WAIVER OF JURY TRIAL. The Issuer waives any right it may
have to a trial by jury in respect of any litigation based on, or arising out
of, under or in connection with, this Agreement or any other loan document, or
any course of conduct, course of dealing, verbal or written statement or other
action of any loan party or any secured party.
SECTION 19. SECTION TITLES. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not part of this Agreement.
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IN WITNESS WHEREOF, the Issuer has caused this Agreement to be duly
executed and delivered by its duly authorized officer on the date first above
written.
MORTGAGE AND REALTY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Title: C.F.O.
Accepted and acknowledged:
WILMINGTON TRUST COMPANY,
as Collateral Agent
By: /s/ ▇▇▇▇ St. Amand
--------------------------
Title: Vice President
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SCHEDULE I
PLEDGE AGREEMENT
Attached to and forming a part of that certain Pledge Agreement, dated as
of September 29, 1995, made by Mortgage and Realty Trust in favor of Wilmington
Trust Company, as Collateral Agent.
Number
Stock Issuer Class of Stock Stock Certificate No(s). Par Value of Shares
------------ -------------- ------------------------ --------- ---------
MRT West, Inc. Common 2 No Par 1000
MRT Creekside, Inc. Common 1 No Par 1000
MRT Newark, Inc. Common 1 No Par 1000
MRT Santa ▇▇▇▇▇▇, Inc. Common 1 $.01 1000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. Common 1 $1.00 1000
13
SCHEDULE II
PLEDGE AMENDMENT
This Pledge Amendment, dated _________ __, 1995, is delivered pursuant
to Section 7 of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to the Pledge Agreement, dated
as of September 29, 1995, between the undersigned and Wilmington Trust Company,
as Collateral Agent on behalf of and for the benefit of the Holders referred to
therein and that the Additional Shares listed on this Pledge Amendment shall be
and become part of the Pledged Collateral referred to in the Pledge Agreement
and shall secure all Secured Obligations of the undersigned. The terms defined
in the Pledge Agreement or the Indenture are being used herein as therein
defined.
MORTGAGE AND REALTY TRUST
By: ____________________________________
Title:
Stock Number
Issuer Class of Stock Certificate No(s). Par Value of Shares
------ -------------- ------------------ --------- ---------
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IRREVOCABLE STOCK POWER
-----------------------
FOR VALUE RECEIVED, MORTGAGE AND REALTY TRUST, a Maryland real estate
investment trust, does hereby sell, assign and transfer unto___________________,
One Thousand (1,000) Shares of the Common Stock, $1.00 par value, of ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, INC., a Maryland corporation ("Corporation"), standing in
the name of MORTGAGE AND REALTY TRUST, on the books of the Corporation
represented by Certificate No. __ herewith, and does hereby irrevocably
constitute and appoint ___________________ attorney to transfer the said stock
on the books of the Corporation with full power of substitution in the premises.
Dated: __________________
MORTGAGE AND REALTY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Treasurer and C.F.O.
IRREVOCABLE STOCK POWER
-----------------------
FOR VALUE RECEIVED, MORTGAGE AND REALTY TRUST, a Maryland Real Estate
Investment Trust, does hereby sell, assign and transfer unto___________________,
One Thousand (1,000) Shares of the Common Stock, $0.01 par value, of MRT SANTA
▇▇▇▇▇▇, INC., a California corporation ("Corporation"), standing in the name of
MORTGAGE AND REALTY TRUST on the books of the Corporation represented by
Certificate No. __ herewith, and does hereby irrevocably constitute and appoint
__________________ attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.
Dated: __________________
MORTGAGE AND REALTY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Treasurer and C.F.O.
IRREVOCABLE STOCK POWER
-----------------------
FOR VALUE RECEIVED, MORTGAGE AND REALTY TRUST, a Maryland real estate
investment trust, does hereby sell, assign and transfer unto___________________,
One Thousand (1,000) Shares of the Common Stock, no par value, of MRT NEWARK,
INC., a California corporation ("Corporation"), standing in the name of MORTGAGE
AND REALTY TRUST on the books of the Corporation represented by Certificate No.
__ herewith, and does hereby irrevocably constitute and appoint
__________________ attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.
Dated: __________________
MORTGAGE AND REALTY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Treasurer and C.F.O.
IRREVOCABLE STOCK POWER
-----------------------
FOR VALUE RECEIVED, MORTGAGE AND REALTY TRUST, a Maryland real estate
investment trust, does hereby sell, assign and transfer unto___________________,
One Thousand (1,000) Shares of the Common Stock, no par value, of MRT WEST,
INC., a California corporation ("Corporation"), standing in the name of MORTGAGE
AND REALTY TRUST on the books of the Corporation represented by Certificate No.
__ herewith, and does hereby irrevocably constitute and appoint
___________________ attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.
Dated: __________________
MORTGAGE AND REALTY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Treasurer and C.F.O.
IRREVOCABLE STOCK POWER
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FOR VALUE RECEIVED, MORTGAGE AND REALTY TRUST, a Maryland real estate
investment trust, does hereby sell, assign and transfer unto___________________,
One Thousand (1,000) Shares of the Common Stock, no par value, of MRT CREEKSIDE,
INC., a California corporation ("Corporation"), standing in the name of MORTGAGE
AND REALTY TRUST, on the books of the Corporation represented by Certificate No.
__ herewith, and does hereby irrevocably constitute and appoint
___________________ attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.
Dated: __________________
MORTGAGE AND REALTY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Treasurer and C.F.O.
