exhibit103






PLEDGE AGREEMENT  THIS PLEDGE AGREEMENT (as the same may be modified, amended, restated,  supplemented or replaced from time to time, the “Agreement”), dated as of November 18, 2021  is made by TRB Avondale LLC and TRB Woodlands LLC, each a Delaware limited liability  company having its principal place of business at 60 Cutter Mill Road, Suite 303, Great Neck, New  York 11021 (collectively, “Pledgor”), in favor of VNB New York, LLC, a New York limited  liability company having an office at 1 Penn Plaza, Suite 4625, New York, New York 10119  (“Lender”).  W I T N E S S E T H:  WHEREAS, BRT Apartments Corp. (“Borrower”) has entered into that certain Loan  Agreement (as the same may be modified, amended, supplemented or replaced from time to  time, the “Loan Agreement”) dated November 18, 2021, with Lender in which Lender has  agreed to make Revolving Credit Loans (as defined in the Loan Agreement) to Borrower  (“Loans”);  WHEREAS, The Loan Agreement requires that Pledgor shall have executed and  delivered this Agreement to Lender pursuant to Section 3.01 and 5.01 of the Loan Agreement.  WHEREAS, Each Pledgor is the legal and beneficial owner of (a) the shares of Pledged  Stock (as hereinafter defined) issued by certain corporations as specified on Schedule I attached  hereto and incorporated herein by reference (collectively, the “Issuers”) and (b) the Pledged  Partnership/LLC Interests (as hereinafter defined) in the partnerships and limited liability  companies listed on Schedule I hereto (collectively, the “Partnerships/LLCs”).  NOW, THEREFORE, in consideration of the foregoing premises and in order to induce  the Lender to enter into the Loan Agreement and to make the Loans and for other good and  valuable consideration, the receipt of which is hereby acknowledged, each Pledgor hereby agrees  with Lender as follows:  1. Defined Terms.  Unless otherwise defined herein, terms which are defined in the Loan Agreement and used herein are so used as so defined, and the following terms shall  have the following meanings:  “Code” means the Uniform Commercial Code as in effect in the State of  New York; provided that if by reason of mandatory provisions of law, the  perfection or the effect of perfection or non-perfection of the security interests in  any Collateral is governed by the Uniform Commercial Code as in effect in a  jurisdiction other than New York, “Code” means the Uniform Commercial Code  as in effect in such other jurisdiction for purposes of the provisions hereof relating  to such perfection or effect of perfection or non-perfection.  “Collateral” means the Stock Collateral and the Partnership/LLC  Collateral.    Exhibit 10.3 





 






2      “Partnership/LLC Collateral” means all of the Pledged Partnership/LLC  Interests and all Proceeds therefrom.      “Pledged Partnership/LLC Interests” means the entire partnership or  membership interest in each Partnership/LLC listed on Schedule I hereto, together  with any future partnership or membership interests that Pledgor agrees to pledge  to Lender in Section 3.01 and 5.01 of the Loan Agreement, including, without  limitation, the Partnership/LLCs’ capital accounts, their interest as a partner or  member in the net cash flow, net profit and net loss, and items of income, gain,  loss, deduction and credit of the Partnerships/LLCs, their interest in all  distributions made or to be made by the Partnerships/LLCs to Pledgor and all of  the other economic rights, titles and interests of Pledgor as a partner or member of  the Partnerships/LLCs, whether set forth in the partnership agreement or  membership agreement of the Partnerships/LLCs, by separate agreement or  otherwise.      “Pledged Stock” means the shares of capital stock of each Issuer listed on  Schedule I hereto, together with any future shares of capital stock that Pledgor  agrees to pledge to Lender in Section 3.01 and 5.01 of the Loan Agreement,  together with all stock certificates, options or rights of any nature whatsoever that  may be issued or granted by such Issuer to Pledgor while this Agreement is in  effect.       “Proceeds” means all “proceeds” as such term is defined in Section 9- 102(a)(64) of the Code on the date hereof and, in any event, shall include, without  limitation, all dividends or other income from the Pledged Stock and the Pledged  Partnership/LLC Interests, collections thereon, proceeds of sale thereof or  distributions with respect thereto.      “Stock Collateral” means the Pledged Stock and all Proceeds therefrom.    2.   Pledge and Grant of Security Interest. Each Pledgor, as applicable, hereby  delivers to Lender, all certificates representing one or more shares of the Pledged Stock and  Pledged Partnership/LLC Interests and hereby grants to Lender, a first priority security interest in  the Pledged Stock and Pledged Partnership/LLC Interests along with the Proceeds of such  Pledged Stock and Pledged Partnership/LLC Interests, as collateral security for the Obligations  due and owing to Lender under the Loan Documents.    3.   Equity Powers.  Concurrently with the delivery to Lender of each certificate  representing one or more shares of Pledged Stock and any certificate representing any Pledged  Partnership/LLC Interests, each Pledgor, as applicable, shall deliver an undated equity power  covering such certificate, duly executed in blank by the Issuers and Partnership/LLCs with, if  Lender so requests, signature guaranteed.    4.   Representations and Warranties.  To induce the Lender to accept the security  contemplated hereby, each Pledgor hereby represents and warrants that:    





 






3      (a) Pledgor has the corporate power, authority and legal right to execute and  deliver, to perform its obligations under, and to grant a security interest in the Collateral  pursuant to, this Agreement and has taken all necessary action to authorize its execution,  delivery and performance of, and grant of the security interest in the Collateral pursuant  to, this Agreement;      (b) this Agreement constitutes a legal, valid and binding obligation of Pledgor  enforceable against Pledgor in accordance with its terms, except as enforceability may be  limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting  the enforcement of creditors’ rights generally and by the availability of equitable  remedies;      (c) the execution, delivery and performance of this Agreement will not violate  any provision of any applicable law or contractual obligation of Pledgor, will not result in  the creation or imposition of any Lien on any of the properties or the revenues of Pledgor  pursuant to any applicable law or contractual obligation, except as contemplated hereby  and by the Loan Agreement or conflict with the charter, bylaws or comparable  organizational document of Pledgor;      (d) no consent or authorization of, filing with, or other act by or in respect of,  any arbitrator or governmental authority and no consent of any other Person (including,  without limitation, any stockholder or creditor of Pledgor or any Issuer or any partner or  member of any Partnership/LLC), is required in connection with the execution, delivery,  performance, validity or enforceability against Pledgor of this Agreement, except (i) as  may be required in connection with the disposition of the Pledged Stock and the Pledged  Partnership/LLC Interests by laws affecting the offering and sale of securities generally,  and (ii) filings under the Uniform Commercial Code;      (e) no litigation, investigation or proceeding of or before any arbitrator or  governmental authority is pending or, to the knowledge of Pledgor, threatened by or  against Pledgor or against any of its properties or revenues with respect to this   Agreement or any of the transactions contemplated hereby;      (f) except as otherwise indicated on Schedule I, the shares of Pledged Stock  listed on Schedule I constitute a percentage of the issued and outstanding shares of all  classes of the capital stock of each Issuer, as applicable, Schedule I accurately reflects  Pledgor’s Pledged Partnership/LLC Interest in each of the Partnerships/LLCs and the  Pledged Partnership/LLC Interests pledged by Pledgor constitute a percentage of the  outstanding ownership interests in which Pledgor has any right, title or interest in each  Partnership/LLC;      (g) all the shares of the Pledged Stock have been duly and validly issued and  are fully paid and nonassessable and all of the Pledged Partnership/LLC Interests have  been duly and validly issued;      (h) Pledgor is the record and beneficial owner of, and has good and  marketable title to, the Pledged Stock and Pledged Partnership/LLC Interests listed on  Schedule I, free of any and all Liens or options in favor of, or claims of, any other Person,  





 






4    except the Lien created by this Agreement or otherwise permitted by the Loan  Agreement;      (i) the jurisdiction in which Pledgor is located for purposes of Sections 9-307,  9-301 and Section 9-501(a)(2) of the Code is Delaware;      (j) upon delivery to Lender of the stock certificates evidencing the Pledged  Stock, together with undated equity powers and Partnership/LLC certificates and the  filing of Form UCC-1 Financing Statements in the State of Delaware, the security interest  granted pursuant to this Agreement will constitute a valid, perfected first priority security  interest in the Collateral, enforceable as such against all creditors of Pledgor and any  Persons purporting to purchase any of the Collateral from Pledgor;       (k) Pledgor has delivered to the Lenders true and complete copies of the  partnership agreements and operating agreements, as applicable, for each of the  Partnerships/LLCs, which partnership agreements and operating agreements are currently  in full force and effect and have not been amended or modified except as disclosed to the  Lender in writing.    5.   Certain Covenants. Each Pledgor covenants and agrees with Lenders that,  from and after the date of this Agreement until the Obligations are paid in full and the  Commitment is terminated:      (a) Pledgor agrees that as a partner or member in the Partnerships/LLCs, as  the case may be, it will abide by, perform and discharge each and every obligation,  covenant and agreement to be abided by, performed or discharged by Pledgor under the  terms of the partnership agreements and operating agreements, as applicable, of the  Partnerships/LLCs, at no cost or expense to the Lender.       (b) Pledgor shall, as a result of its ownership of the Collateral, become  entitled to receive or shall receive any stock or other equity certificate (including, without  limitation, any certificate representing a stock dividend or a distribution in connection  with any reclassification, increase or reduction of capital or any certificate issued in  connection with any reorganization), option or rights, whether in addition to, in  substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise  in respect thereof, Pledgor shall accept the same as the agent of Lender, hold the same in  trust for Lender, for the benefit of Lender and deliver the same forthwith to Lender in the  exact form received, duly indorsed by Pledgor to Lender if required, together with an  undated equity power covering such certificate duly executed in blank by Pledgor and  with, if Lender so requests, signature guaranteed, to be held by Lender, subject to the  terms hereof, as additional collateral security for the Obligations.  In addition, any sums  paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer  or Partnership/LLC shall be held by Lender as additional collateral security for the  Obligations.      (c) Without the prior written consent of Lender, Pledgor will not (i) vote to  enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any  stock, partnership interests, limited liability company interests or other equity securities  





 






5    of any nature or to issue any other securities convertible into or granting the right to  purchase or exchange for any stock, partnership interests, limited liability company  interests or other equity securities of any nature of such Issuer or Partnership/LLC, (ii)  accept a surrender of any partnership agreement or operating agreement of any of the  Partnerships/LLCs or waive any breach of or default under any partnership agreement or  operating agreement of any of the Partnerships/LLCs by any other party thereto, (iii) sell,  assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to,  the Collateral, or (iv) create, incur or permit to exist any Lien or option in favor of, or any  claim of any Person with respect to, any of the Collateral, or any interest therein, except  for the Lien provided for by this Agreement or otherwise permitted by the Loan  Agreement.  Pledgor will defend the right, title and interest of Lender in and to the  Collateral against the claims and demands of all Persons whomsoever.      (d) At any time and from time to time, upon the written request of Lender, and  at the sole expense of Pledgor, Pledgor will promptly and duly execute and deliver such  further instruments and documents and take such further actions as Lender may  reasonably request for the purposes of obtaining or preserving the full benefits of this  Agreement and of the rights and powers herein granted.  If any amount payable under or  in connection with any of the Collateral shall be or become evidenced by any promissory  note, other instrument or chattel paper, such note, instrument or chattel paper shall be  immediately delivered to Lender, duly endorsed in a manner satisfactory to Lender, to be  held as Collateral pursuant to this Agreement.      (e) Pledgor agrees to pay, and to save Lender harmless from, any and all  liabilities with respect to, or resulting from any delay in paying, any and all stamp,  excise, sales or other similar taxes which may be payable or determined to be payable  with respect to any of the Collateral or in connection with any of the transactions  contemplated by this Agreement.    6.   Cash Dividends and Distributions; Voting Rights.  Unless an Event of Default  shall have occurred and be continuing, and except as set forth herein, Pledgor shall be permitted  to receive all cash dividends and shareholder, partnership and membership distributions paid in  respect of the Collateral and to exercise all voting and corporate, partnership or membership  rights, as applicable, with respect to the Collateral; provided, that no vote shall be cast or  corporate, partnership or membership right exercised or other action taken which, in Lender’s  reasonable judgment, would impair the Collateral or which would result in any violation of any  provision of the Loan Agreement or this Agreement.    7.   Events of Default.  The occurrence of an Event of Default under the Loan  Agreement shall be an Event of Default hereunder (an “Event of Default”).    8.   Rights of Lender.     (a) If an Event of Default shall occur and be continuing, (i) Lender shall have the  right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership  and membership distributions in respect of the Pledged Partnership/LLC Interests and (ii) upon  ten (10) days notice to Pledgor, all shares of the Pledged Stock and the Pledged Partnership/LLC  Interests may be registered in the name of Lender or its nominee, and Lender or its nominee may  





 






6    thereafter exercise (A) all voting, corporate, partnership, membership and other rights pertaining  to such shares of the Pledged Stock or Pledged Partnership/LLC Interests at any meeting of  shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and  (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or  options pertaining to such shares of the Pledged Stock or Pledged Partnership/LLC Interests as if  it were the absolute owner thereof (including, without limitation, the right to exchange at its  discretion any and all of the Pledged Stock or Pledged Partnership/LLC Interests upon the  merger, consolidation, reorganization, recapitalization or other fundamental change in the  structure of the applicable Issuer or Partnership/LLC, or upon the exercise by Pledgor or Lender  of any right, privilege or option pertaining to such shares of the Pledged Stock or the Pledged  Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and  all of the Pledged Stock or the Pledged Partnership/LLC Interests with any committee,  depositary, transfer agent, registrar or other designated agency upon such terms and conditions as  it may determine), all without liability except to account for property actually received by it, but  Lender shall have no duty to Pledgor to exercise any such right, privilege or option and shall not  be responsible for any failure to do so or delay in so doing.      (b) The rights of Lender hereunder shall not be conditioned or contingent upon the  pursuit by Lender of any right or remedy against Pledgor or against any other Person which may  be or become liable in respect of all or any part of the Debt or against any collateral security  therefor, guarantee thereof or right of offset with respect thereto.  Lender shall not be liable for  any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in  doing so, nor shall Lender be under any obligation to sell or otherwise dispose of any Collateral  upon the request of Pledgor or any other Person or to take any other action whatsoever with  regard to the Collateral or any part thereof.    9.   Remedies.    (a) If an Event of Default shall occur and be continuing, Lender shall exercise  all rights and remedies granted in this Agreement and in any other instrument or agreement  securing, evidencing or relating to the Debt, and in addition thereto, all rights and remedies of a  “secured party” under the Code.  Lender, without demand of performance or other demand,  presentment, protest, advertisement or notice of any kind (except the notice specified below of  time and place of public or private sale) to or upon Pledgor, any Issuer, any Partnership/LLC or  any other Person (all and each of which demands, defenses, advertisements and notices are  hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize  upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options  to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to  do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the- counter market, at any exchange, broker’s board or office of Lender or elsewhere upon such  terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or  on credit or for future delivery without assumption of any credit risk.  Lender shall have the right  upon any such public sale or sales, and, to the extent permitted by applicable law, upon any such  private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right  or equity of redemption in Pledgor, which right or equity is hereby waived and released.  Lender  shall apply any Proceeds from time to time held by it and the net proceeds of any such collection,  recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and  expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any  





 






7    of the Collateral or in any way relating to the Collateral or the rights of Lender hereunder,  including, without limitation, reasonable attorneys’ fees and disbursements of counsel thereto, to  the payment in whole or in part of the Debt in accordance with the terms of the Loan Agreement  and only after such application and after the payment by Lender of any other amount required by  any provision of applicable law, need Lender account for the surplus, if any, to Pledgor.  Pledgor  waives all claims, damages and demands it may acquire against Lender arising out of the  exercise by them of any rights hereunder.  In the event of a proposed public or private sale or  other disposition of Collateral, Lender shall give Pledgor at least ten (10) days notice before such  sale or other disposition.   (b) To the extent that applicable law imposes duties on Lender to exercise  remedies in a commercially reasonable manner, Pledgor acknowledges and agrees that it is not  commercially unreasonable for Lender (i) to fail to incur expenses deemed significant by Lender  to prepare Collateral for disposition or otherwise to complete raw material or work in process  into finished goods or other finished products for disposition, (ii) to fail to obtain third party  consents for access to Collateral to be disposed of, or to obtain or, if not required by law, to fail  to obtain governmental or third party consents for the collection or disposition of Collateral to be  collected or disposed of, (iii) to advertise dispositions of Collateral through publications or media  of general circulation, whether or not the Collateral is of a specialized nature, (iv) to contact  other persons, whether or not in the same business as Pledgor, for expressions of interest in  acquiring all or any portion of the Collateral, (v) to dispose of Collateral by utilizing internet  sites that provide for the auction of assets of the types included in the Collateral or that have the  reasonable capability of doing so, or that match buyers and sellers assets, (vi) to purchase  insurance or credit enhancements to insure Lender against risks of loss collection or disposition  of  Collateral or to provide to Lender a guaranteed return from the collection or disposition of  Collateral, or (vii) to provide credit terms to potential purchasers to facilitate the sale of the  Collateral.  Pledgor acknowledges that the purpose of this Paragraph is to provide non- exhaustive indications of what actions or omissions by Pledgor would not be commercially  unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or  omissions by Lender shall not be deemed commercially unreasonable solely on account of not  being indicated in this section.  Without limitation upon the foregoing, nothing contained in this  Section 9 shall be construed to grant any rights to Pledgor to impose any duties on Lender that  would not have been granted or imposed by this Agreement or by applicable law in the absence  of this Section 9.    10.   Registration Rights; Private Sales.     (a) If Lender shall determine to exercise its right to sell any or all of the Pledged  Stock pursuant to Section 9 hereof, and if in the opinion of Lender it is necessary or advisable to  have the Pledged Stock or Pledged Partnership/LLC Interests, or that portion thereof to be sold,  registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”),  Pledgor will cause the applicable Issuer to (i) execute and deliver, and cause the directors and  officers, partners or members, as applicable of the applicable Issuer, partnership or limited  liability company to execute and deliver, all such instruments and documents, and do or cause to  be done all such other acts as may be, in the reasonable opinion of Lender, necessary or  advisable to register the Pledged Stock or Partnership/LLC interest as applicable, or that portion  thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause  the registration statement relating thereto to become effective and to remain effective for a period  





 






8    of one year from the date of the first public offering of the Pledged Stock or Partnership/LLC  interest, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the  related prospectus which, in the opinion of Lender, 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 applicable thereto.  Pledgor agrees to cause the applicable Issuer,  partnership or limited liability company to comply with the provisions of the securities or “Blue  Sky” laws of any and all jurisdictions which Lender shall designate and to make available to its  security holders, as soon as practicable, an earnings statement (which need not be audited) which  will satisfy the provisions of Section 11(a) of the Securities Act.     (b) Pledgor recognizes that Lender may be unable to effect a public sale of any or all  the Pledged Stock or Partnership/LLC interests, by reason of certain prohibitions contained in the  Securities Act and applicable state securities laws or otherwise, and may be compelled to resort  to one or more private sales thereof to a restricted group of purchasers which will be obliged to  agree, among other things, to acquire such securities for their own account for investment and  not with a view to the distribution or resale thereof.  Pledgor acknowledges and agrees that any  such private sale may result in prices and other terms less favorable than if such sale were a  public sale and, notwithstanding such circumstances, agrees that any such private sale shall be  deemed to have been made in a commercially reasonable manner.  Lender shall be under no  obligation to delay a sale of any of the Pledged Stock or Partnership/LLC interest for the period  of time necessary to permit the applicable Issuer, partnership or limited liability company to  register such securities for public sale under the Securities Act, or under applicable state  securities laws, even if the applicable Issuer, partnership or limited liability company would  agree to do so.     (c) Pledgor further agrees to use its best efforts to do or cause to be done all such  other acts as may be necessary to make such sale or sales of all or any portion of the Collateral  pursuant to this Section 10 valid and binding and in compliance with any and all other applicable  laws.  Pledgor further agrees that a breach of any of the covenants contained in this Section 10  will cause irreparable injury to Lender that are not compensable in damages, that Lender will  have no adequate remedy at law in respect of such breach and, as a consequence, that each and  every covenant contained in this Section 10 shall be specifically enforceable against Pledgor, and  Pledgor hereby waives and agrees not to assert any defenses against an action for specific  performance of such covenants except for a defense that no Event of Default has occurred under  the Loan Agreement.    11.   Amendments, etc. With Respect to the Debt.  Pledgor shall remain  obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby,  notwithstanding that, without any reservation of rights against Pledgor, and without notice to or  further assent by Pledgor, any demand for payment of any of the Debt made by Lender may be  rescinded by Lender, and any of the Debt continued, and the Debt, or the liability of Pledgor or  any other Person upon or for any part thereof, or any collateral security or guarantee therefor or  right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,  extended, amended, modified, accelerated, compromised, waived, surrendered, or released by  Lender, and the Loan Agreement and any other documents executed and delivered in connection  therewith may be amended, modified, supplemented or terminated, in whole or part, as Lender  may deem advisable from time to time, and any guarantee, right of offset or other collateral  security at any time held by Lender for the payment of the Debt may be sold, exchanged, waived,  





 






9    surrendered or released. Lender shall not have any obligation to protect, secure, perfect or insure  any other Lien at any time held by it as security for the Debt or any property subject thereto.   Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the  Debt and notice of or proof of reliance by Lender upon this Agreement; the Debt, and any of  them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon  this Agreement; and all dealings between Pledgor, on the one hand, and Lender, on the other,  shall likewise be conclusively presumed to have been had or consummated in reliance upon this  Agreement.  Pledgor waives diligence, presentment, protest, demand for payment and notice of  default or nonpayment to or upon Pledgor with respect to the Debt.    12.   Limitation on Duties Regarding Collateral.  Lender’s sole duty with  respect to the custody, safekeeping and physical preservation of the Collateral in its possession,  shall be to deal with it in the same manner as Lender deals with similar securities and property  for its own account.  Neither Lender, nor any of its respective directors, officers, employees or  agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for  any delay in doing so or shall be under any obligation to sell or otherwise dispose of any  Collateral upon the request of Pledgor.  Neither Lender nor any of its officers, directors,  shareholders, employees or attorneys shall be liable for any action taken, or omitted to be taken,  in good faith by it or any of them under or in connection with this Agreement or the Loan  Agreement, or be responsible for any oversight or error of judgment, except that Lender may be  liable for losses due to its gross negligence or willful misconduct.        13.   Severability.  If for any reason any provision or provisions in this  Agreement are determined to be invalid and contrary to any existing or future law, such invalidity  shall not impair the operation of or effect those portions of this Agreement which are valid.    14.   Paragraph Headings.  The paragraph headings used in this Agreement are  for convenience of reference only and are not to affect the construction hereof or be taken into  consideration in the interpretation hereof.    15.   No Waiver; Cumulative Remedies.  Lender  shall not, by any act be  deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or  Event of Default or in any breach of any of the terms and conditions hereof.  No failure to  exercise, nor any delay in exercising, on the part of Lender, any right, power or privilege  hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or  privilege hereunder shall preclude any other or further exercise thereof or the exercise of any  other right, power or privilege.  A waiver by Lender  of any right or remedy hereunder on any  one occasion shall not be construed as a bar to any right or remedy which Lender  would  otherwise have on any future occasion.  The rights and remedies herein provided are cumulative,  may be exercised singly or concurrently and are not exclusive of any other rights or remedies  provided by law.    16.   Waivers and Amendments; Successors and Assigns; Governing Law.   None of the terms or provisions of this Agreement may be amended, supplemented or otherwise  modified except by a written instrument executed by Pledgor, the Lenders and Lender.  This  Agreement shall be binding upon the successors and assigns of Pledgor and shall inure to the  





 






10    benefit of Lender  and its respective successors and assigns.  This Agreement shall be governed  by, and construed and interpreted in accordance with, the laws of the State of New York.    17.   Notices.  All notices and communications hereunder shall be given to the  addresses and otherwise in accordance with the Loan Agreement.    18.   Lender Appointed Attorney-In-Fact.  Pledgor irrevocably appoints Lender  as Pledgor's attorney-in-fact, with full authority in the place of Pledgor and in the name of Pledgor  or otherwise, from time to time in Lender’s discretion to take any action and to execute any  instrument which Lender may deem necessary or advisable to accomplish the purposes of this  Agreement.  The power of attorney granted pursuant to this Section 19 is a power coupled with an  interest and shall be irrevocable until the Debt is indefeasibly paid in full.  Without limiting the  generality of the foregoing Pledgor hereby gives Lender the power and right, on behalf of Pledgor,  without notice to or assent by Pledgor to file any financing statements or amendments thereto in any  jurisdiction Lender deems appropriate with respect to any of the Collateral to the extent Lender may  lawfully do so, and to execute and deliver in the name of Pledgor and without Pledgor's signature, to  the extent it may lawfully do so, any chattel mortgage, or comparable security instrument, as Lender  deems necessary or desirable for the purpose of exercising and perfecting any and all rights  available to Lender at law and in equity; and Pledgor agrees to reimburse Lender for the reasonable  expense of any such filing, including reasonable attorneys fees.    19.   Pledgor Remains Liable.  Anything herein to the contrary notwithstanding,  (a) Pledgor shall remain liable to perform all of its duties and obligations as a partner or member  of the Partnerships/LLCs to the same extent as if this Agreement had not been executed, (b) the  exercise by Lender of any of its rights hereunder shall not release Pledgor from any of its duties  or obligations as a partner or member of the Partnerships/LLCs, and (c) Lender shall have no  obligation or liability as a partner or member of the Partnerships/LLCs by reason of this  Agreement.    20.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY,  AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL  LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW  YORK.    21.   Waiver of Jury Trial, Submission to Jurisdiction.      (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS  AGREEMENT OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE  COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA  FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY  OF THIS AGREEMENT, PLEDGOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF  ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE  JURISDICTION OF THE AFORESAID COURTS.  PLEDGOR HEREBY IRREVOCABLY  WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO  THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON  CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF  ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. PLEGOR  HEREBY AGREES TO WAIVE ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN  





 






11    CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR  RELATED IN ANY WAY TO THIS AGREEMENT.  IN ADDITION, PLEDGOR WAIVES THE  RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS  OR ANY CLAIM OF LACHES AND ANY SET-OFF OR COUNTER CLAIM OF ANY  NATURE OR DESCRIPTION.  PLEDGOR ACKNOWLEDGES THAT THE FOREGOING  WAIVERS ARE FREELY MADE.    (b) In an action commenced in the Commercial Division, New York State Supreme  Court, the parties hereby agree, subject to the requirements for a case to be heard in the  Commercial Division, to apply, at Administrative Agent’s election, the Court’s accelerated  adjudication procedures set forth in Rule 9 of the Rules of Practice for the Commercial Division,  in connection with any dispute, claim or controversy arising out of or relating to this Agreement,  or the breach, termination, enforcement or validity thereof.    22.   Entire Agreement; Term of Agreement.  This Agreement, together with  the Loan Agreement, constitutes the entire agreement with respect to the subject matter hereof  and supersedes all prior agreements with respect to the subject matter hereof.  This Agreement  shall remain in effect from the date hereof through and including the date upon which all Debt  shall have been indefeasibly and irrevocably paid and satisfied in full and the Commitment  terminated.    [Signature Page to Follow] 





 






12       IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly  executed and delivered as of the date first above written.    PLEDGOR    TRB AVONDALE LLC, a Delaware limited liability company, as Pledgor      By: TRB Holdings LLC, a Delaware limited liability company, its sole member      By: BRT Apartments Corp., a Maryland Corporation, its sole member        By:_______________________________    Print Name:    Print Title:     TRB WOODLANDS LLC, a Delaware limited liability company, as Pledgor      By: TRB Holdings LLC, a Delaware limited liability company, its sole member      By: BRT Apartments Corp., a Maryland Corporation, its sole member        By:_______________________________    Print Name:    Print Title:       COUNTY OF NEW YORK,  STATE OF NEW YORK.      On the ____ day of _________ in the year 20__ before me, the undersigned, a Notary Public in and  for said State, personally appeared _________________, personally known to me or proved to me  on the basis of satisfactory evidence to be the individual whose name is subscribed to the within  instrument and acknowledged to me that he executed the same in his capacity, and that by signature  on the instrument, the individual, or the person upon behalf of which the individual acted, executed  the instrument.      ______________________________  Notary Public          





 






  SCHEDULE I  to Pledge  Agreement      I. DESCRIPTION OF PLEDGED STOCK AND PARTNERSHIP/LLC INTEREST        Issuer/Partnership, LLC    Owners    Certificate No.  (if applicable)  No. of  Shares/Units    Percentage of all  Outstanding Issued  Capital Stock or  Partnership    Avondale 212, LLC TRB Avondale LLC N/A N/A 100%  Woodlands 236 LLC TRB Woodlands LLC N/A N/A 100%