Exhibit 10.1

Loan Number: 1019791

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 16, 2020, by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-RUBIN, INC., a Pennsylvania corporation (“PREIT-RUBIN”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-RUBIN each individually, a “Borrower” and collectively, the “Borrower”), each of the Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”).

WHEREAS, the Borrower, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 11.6.(b) (the “Lenders”), and the Administrative Agent have entered into that certain Credit Agreement, dated as of August 11, 2020, as amended by the First Amendment to Credit Agreement dated as of September 30, 2020 (the “Existing Bridge Credit Agreement”); and

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Existing Bridge Credit Agreement to (i) increase the Term Loan Commitments by $25,000,000, and (ii) permit the Borrower to draw the entire unfunded amount of the Commitments on the date hereof, in each case subject to the terms and conditions contained herein (the Existing Bridge Credit Agreement, as amended pursuant to this Amendment and as hereafter further amended, restated, supplemented or otherwise modified from time to time, the “Bridge Credit Agreement”); and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1 Amendment to Bridge Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Existing Bridge Credit Agreement is amended as follows:

(a) Section 1.1 of the Existing Bridge Credit Agreement is amended by adding the following defined terms thereto in alphabetical order:

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of October 16, 2020, among the Borrower, the Lenders and the Administrative Agent.

“Second Amendment Effective Date” means October 16, 2020.

(b) Section 2.2(a)(iii) of the Existing Bridge Credit Agreement is hereby amended and restated in its entirety as follows:

“(iii) On the Second Amendment Effective Date, each of the Lenders agrees to fund Term Loans in an amount equal to the entire unfunded portion of its Term Loan Commitment. The proceeds of such Term Loans will be disbursed directly into a blocked and restricted account established by the Borrower with the Administrative Agent, in the Borrower’s name, under sole dominion and control of the Administrative Agent (such account, the “Cash Collateral Account”). The Administrative Agent shall disburse funds on deposit in the Cash Collateral Account in the same manner, and subject to the same terms and conditions, as disbursements of Term Loans, provided, however, that each such disbursement will be in an aggregate principal amount not to exceed (A) the sum of the aggregate Budgeted

Loan Number: 1019791

Disbursement Amounts plus the aggregate Budgeted Restructuring Related Amounts plus the aggregate amount set forth across from the line-item in the Loan Budget then in effect titled “Total Debt Service,” in each case for the week following the proposed borrowing date in accordance with the Loan Budget then in effect multiplied by (B) 120% (or, in the case of this subclause (B), such larger amount as is otherwise approved by the Administrative Agent). Notwithstanding the foregoing, the Borrower shall only be permitted to a disbursement from the Cash Collateral Account when Borrower’s unrestricted cash and cash equivalents (without giving effect to cash on deposit in the Cash Collateral Account) is equal to or less than $12,500,000. The Borrower grants to the Administrative Agent a first priority security interest in the Cash Collateral Account and all deposits at any time contained therein and the proceeds thereof and will take all actions reasonably necessary to maintain in favor of Administrative Agent a perfected first priority security interest in the Cash Collateral Account. The Borrower may not in any way alter or modify the Cash Collateral Account. The Administrative Agent will have the sole right to make withdrawals from the Cash Collateral Account in accordance with this Section 2.2(a)(iii) and all costs and expenses for establishing and maintaining the Cash Collateral Account will be paid by the Borrower.”

(c) Schedule I of the Existing Bridge Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule I attached hereto.

Section 3 Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a) a counterpart of this Amendment duly executed by the Borrower, the Administrative Agent, each of the Increasing Lenders and the Requisite Lenders;

(b) a Guarantor Acknowledgement substantially in the form of Annex A attached hereto, executed by each Guarantor;

(c) confirmation that the Cash Collateral Account has been opened;

(d) a replacement Disbursement Instruction Agreement duly executed by the Borrower, directing all unfunded Term Loan Commitments to be disbursed into the Cash Collateral Account on the Second Amendment Effective Date;

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(e) payment by the Borrower to the Administrative Agent, for the ratable benefit of each Increasing Lender, an upfront fee equal to twenty-five basis points (0.25%) multiplied by such Increasing Lender’s Increased Commitment Amount;

(f) a modification endorsement to the title insurance policy for each of the Properties set forth on Schedule 1 attached hereto insuring the continued enforceability of the applicable Mortgage and first priority of the Lien created under the applicable Mortgage free of any other Liens except for Permitted Liens, and, with respect to the title insurance policy affecting the Property known as Jacksonville Mall, increasing the insured amount thereunder by the aggregate amount of the Increased Commitment Amounts, with all title premiums and other charges (including recording costs) having been paid;

(g) each Lender shall have completed its internal flood compliance requirements;

(h) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower, each other Loan Party of all corporate, partnership, member or other necessary action taken by each such Loan Party to authorize the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party;

(i) evidence that all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; and

(j) with respect to each Mortgaged Property set forth on Schedule 1 attached hereto, duly executed and delivered modifications to each Mortgage, to the extent reasonably required by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, which shall upon this Amendment becoming effective be submitted for recordation in the appropriate county recorder’s office, and all applicable fees and taxes (including any documentary stamp taxes and mortgage recording taxes), if any, shall have been paid in connection therewith.

Section 4 Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize, execute and deliver this Amendment and the other Loan Documents to which such Borrower is a party and being executed and delivered in connection with this Amendment (together with this Amendment, collectively the “Amendment Documents”) and to perform its obligations under the Amendment Documents and under the Existing Bridge Credit Agreement, as amended by this Amendment, in accordance with their respective terms. Each Amendment Document has been duly executed and delivered by a duly authorized signatory of each Borrower or a general partner of such Borrower, as applicable and the Amendment Documents and the Existing Bridge Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of each Borrower and are enforceable against such Persons in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained in the Amendment Documents or in the Bridge Credit Agreement may be limited by equitable principles generally.

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(b) Compliance with Laws, etc. The execution and delivery by each Borrower of the Amendment Documents and the performance by each Borrower of the Amendment Documents and the Existing Bridge Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party or any other Subsidiary; (ii) result in a breach of or constitute a default under the declaration of trust, certificate or articles of incorporation, bylaws, partnership agreement or other organizational documents of any Loan Party or any other Subsidiary, or any indenture, agreement or other instrument to which any Loan Party or any other Subsidiary is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party or any other Subsidiary other than in favor of the Administrative Agent for the benefit of the Lenders.

(c) No Default. As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Section 5 Reaffirmation of Representations. Each Borrower hereby certifies that as of the date hereof the representations and warranties made or deemed made by such Borrower to the Administrative Agent and the Lenders in the Existing Bridge Credit Agreement and the other Loan Documents to which the Parent or such Borrower is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case, such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; provided, that the representation in Section 6.1(l) of the Existing Revolving Credit Agreement, incorporated by reference in the Bridge Credit Agreement, shall be deemed to be qualified by the information disclosed in writing to the Administrative Agent and in the Borrower’s reports filed or furnished with the Securities Exchange Commission, in each case, on or before the effective date of this Amendment.

Section 6 Release of Claims.

(a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the “Claims”), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the administration of the Loans, the Bridge Credit Agreement, any of the other Loan Documents or the modifications described in this Amendment.

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(b) In entering into this Amendment, each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 6 shall survive the termination of the Bridge Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Bridge Credit Agreement.

Section 7 Certain References. Each reference to the Bridge Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Existing Bridge Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.

Section 8 Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 9 Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 10 GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 11 Effect. Except as expressly herein amended, the terms and conditions of the Existing Bridge Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated. The Existing Bridge Credit Agreement, as amended hereby, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Bridge Credit Agreement or any other Loan Document.

Section 12 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 13 Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Bridge Credit Agreement.

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Loan Number: 1019791

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

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Loan Number: 1019791

[Signature Page to Second Amendment to Credit Agreement

with PREIT Associates, L.P. et al.]

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[Signature Page to Second Amendment to Credit Agreement

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Loan Number: 1019791

ANNEX A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of October 16, 2020 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and each “Lender” a party to the Credit Agreement referred to below (collectively, the “Lenders”).

WHEREAS, PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-RUBIN, INC., a Pennsylvania corporation, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-RUIBN each individually, a “Borrower” and collectively, the “Borrower”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of August 11, 2020, as amended by that certain First Amendment to Credit Agreement dated as of September 30, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of August 11, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into an Second Amendment to Credit Agreement, dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder. Each Guarantor which is a party to any of the Security Documents hereby reaffirms its continuing obligations under such Security Documents and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of any of the Security Documents, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3. Release of Claims.

Annex A

Loan Number: 1019791

(a) Guarantor hereby ratifies, reaffirms and acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Guarantor hereby releases the Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the “Claims”), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the other Loan Documents or the modifications described in the Amendment.

(b) In entering into this Acknowledgement, the Guarantor has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Credit Agreement.

Section 4. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

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Annex A

Loan Number: 1019791

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

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Schedule 1

Loan Number: 1019791

SCHEDULE 1

PROPERTIES FOR WHICH MORTGAGE AMENDMENTS AND TITLE ENDORSEMENTS

ARE REQUIRED

Schedule 1

Exhibit 10.2

AMENDMENT AND WAIVER TO RESTRUCTURING SUPPORT AGREEMENT

This amendment and waiver, dated as of October 16, 2020 (as may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Amendment and Waiver”) to that certain Restructuring Support Agreement dated as of October 7, 2020 (together with all exhibits, schedules and attachments thereto, and as may be further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Restructuring Support Agreement”), is entered into by and among (i) the Company Parties, (ii) the Requisite Consenting Lenders and (iii) the Requisite Consenting Bridge Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restructuring Support Agreement.

WHEREAS, pursuant to Section 4(b) of the Restructuring Support Agreement, the Company agreed to commence Solicitation no later than October 8, 2020; and

WHEREAS, Solicitation was commenced on October 9, 2020; and

WHEREAS, the failure to commence Solicitation by 11:59 p.m. (prevailing Eastern Time) on October 8, 2020, to the extent not waived by the Requisite Consenting Lenders and Requisite Consenting Bridge Lenders, results in a Lender Termination Event pursuant to Section 5(b)(vii)(1) of the Restructuring Support Agreement (the “Identified Termination Event”); and

WHEREAS, the Parties have agreed to enter into a waiver of the Identified Termination Event pursuant to which each of the Requisite Consenting Lenders and Requisite Consenting Bridge Lenders shall waive the Identified Termination Event, subject to the conditions contained herein; and

WHEREAS, the Company Parties have requested that the applicable Consenting Lenders consent to the Company’s use of cash collateral securing the Bridge Indebtedness during the course of the Chapter 11 Cases, if such cases are commenced; and

WHEREAS, pursuant to Section 9 of the Restructuring Support Agreement, except as otherwise expressly provided for therein, the Restructuring Support Agreement may be modified, amended, or supplemented in a writing signed by the Company Parties, the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders; and

WHEREAS, on October 16, 2020, in accordance with the terms and conditions of Section 9 of the Restructuring Support Agreement, the Company Parties, the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders agreed to amend the Restructuring Support Agreement as set forth herein;

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.    Amendments to the Restructuring Support Agreement.

(a)    The definition of “Financing Order” in Section 1(m) of the Restructuring Support Agreement shall hereby be amended and restated in its entirety to read as follows:

““Financing Order” means, (i) to the extent a debtor-in-possession financing is sought, (A) an interim order of the Bankruptcy Court authorizing the Company to enter into a debtor-in-, possession financing facility on an interim basis, which shall be in form and substance acceptable to the agent and lenders under the debtor-in-possession financing facility and (B) the final order of the Bankruptcy Court authorizing the Company to enter into the a debtor-in-possession financing facility, which shall be in form and substance acceptable to the agent and lenders under the debtor-in-possession financing facility and (ii) to the extent a debtor-in-possession financing is not sought at the outset of the Chapter 11 Cases, (Y) an interim order of the Bankruptcy Court authorizing the Company to use cash collateral securing Bridge Indebtedness on an interim basis, which shall be in form and substance acceptable to the Agent and Requisite Consenting Bridge Lenders and (Z) the final order of the Bankruptcy Court authorizing the Company to use cash collateral securing Bridge Indebtedness on a final basis, which shall be in form and substance acceptable to the Agent and Requisite Consenting Bridge Lenders.”

(b)    The definition of “In-Court Definitive Documents” in Section 1(n) of the Restructuring Support Agreement shall hereby be amended and restated in its entirety to read as follows:

““In-Court Definitive Documents” means, if the Plan Transactions are being pursued, (i) the Plan (including any ballots, supplements, or other material documents directly relating thereto not specified herein), (ii) the Disclosure Statement, (iii) any Financing Orders, (iv) the motion seeking approval of the Financing Orders, (v) the Confirmation Order, (vi) the Exit Facility Documents, (vii) the Senior Term Loan Facility Documents, (viii) the Second Lien Term Loan Facility Documents and (ix) all first day pleadings or papers, in each of case (i), (ii), (iii), (iv), (v) and (ix), which are satisfactory in form and substance to the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders, and in each of case (vi), (vii) and (xiii), which are satisfactory in form and substance the Consenting Lenders holding at least two-thirds of the aggregate principal amount outstanding of the Indebtedness held by all Consenting Lenders and the Requisite Consenting Bridge Lenders.”

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2.    Waiver. Notwithstanding anything in the Restructuring Support Agreement to the contrary, but subject to the terms hereof, each of the Consenting Lenders party to this Amendment and Waiver hereby waives the Identified Termination Event; provided that, in the event the Plan Transactions are pursued, the Company Parties shall be required to commence the Chapter 11 Cases on or before October 18, 2020.

3.    Agreement to be Bound. Each of the Parties hereby agrees to be bound by all of the terms of the Restructuring Support Agreement not inconsistent with the terms hereof.

4.    Representation and Warranties. The Company Parties each hereby represent and warrant to the Consenting Lenders that as of the Effective Date (as defined below) (a) there exists no Lender Termination Event or Company Termination Event under Section 5(b) or 5(c) of the Restructuring Support Agreement other than the Identified Termination Event and (b) neither the execution, delivery or performance by the Company of this Amendment and Waiver, nor compliance by it with the terms and provisions hereof (i) will contravene in any material respect with any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court of government authority or (ii) will violate any provision of the certificate of articles of incorporation, certificate or formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Company Party.

5.    Effective Date. This Amendment and Waiver shall not become effective until the date of satisfaction of the following conditions (the “Effective Date”):

(a)     The Company Parties and the Consenting Lenders constituting Requisite Consenting Lenders and Requisite Consenting Bridge Lenders have duly executed counterparts to this Amendment and Waiver.

(b)     All representations and warranties of the Company Parties contained herein shall be true and correct as of the Effective Date.

6.    Reservation of Rights. The waiver set forth in Section 2 shall be limited precisely as written and relate solely to the Identified Termination Event and nothing in this Amendment and Waiver shall be deemed to prejudice any right or remedy that the Consenting Lenders or the Agent may now have (except to the extent of the express waiver set forth herein) or may have in the future under or in connection with the Restructuring Support Agreement or any instrument or agreement referred to therein. Upon termination of this Amendment and Waiver, the Consenting Lenders and the Agent shall be entitled to immediately take any and all actions and remedies under the Restructuring Support Agreement and applicable law in respect of any Lender Termination Events then existing.

7.    Miscellaneous.

(a)     Except as expressly provided herein, this Amendment and Waiver shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the obligations, covenants or rights contained in the Restructuring Support Agreement, all of which are ratified and confirmed in all respects by the Parties and shall continue in full force and effect.

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(b)     THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION (EXCEPT TO THE EXTENT IT MAY BE PREEMPTED BY THE BANKRUPTCY CODE).

(c)    This Amendment, together with the Restructuring Support Agreement and all exhibits thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to such subject matter. Each reference to the Restructuring Support Agreement hereafter made in any document, agreement, instrument, filing, pleading, notice or communication shall mean and be a reference to the Restructuring Support Agreement as amended and modified hereby.

(d)    In the event the terms and conditions as set forth in the Restructuring Support Agreement and this Amendment and Waiver are inconsistent, the terms and conditions of this Amendment and Waiver shall control.

(e)    This Amendment and Waiver may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. Delivery of a copy of this Amendment and Waiver bearing an original signature by electronic transmission shall have the same effect as physical delivery of the paper document bearing the original signature.

(f)    If any term, condition or other provision of this Amendment and Waiver is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Amendment and Waiver shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner adverse to any Party. Upon such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Amendment and Waiver so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment and Waiver to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.

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Annex A

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CONSENTING LENDER

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Notice Address:

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago, IL 60606

Attention: Brandon Barry

Email: brandon.barry@wellsfargo.com

With a copy to:

Wells Fargo Bank, National Association

600 South 4th Street, 9th Floor

Minneapolis, MN 55415

MAC N9300-091

Attention: Anthony J. Gangelhoff

Email: anthony.gangelhoff@wellsfargo.com

Signature Page to Restructuring Support Agreement

CONSENTING LENDER

CITIZENS BANK, N.A.

Notice Address:

Attention:

Email:

Signature Page to Restructuring Support Agreement

CONSENTING LENDER

JPMORGAN CHASE BANK, N.A., (“JPMC”) solely in respect of its Commercial Banking Corporate Client Banking & Specialized Industries unit (“CCBSI”) and not any other unit, group, division or affiliate of JPMC and solely in respect of CCBSI’s PREIT Loan Claims and any Swap Claim holdings. For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not apply to JPMC (other than with respect to Claims arising from the PREIT Loan Claims and any Swap Claim held by CCBSI).

Notice Address:    JPMorgan Chase Bank, N.A.

Special Credits Group

10 S. Dearborn

37th Floor

Chicago, IL 60603

Attention: D. Stark

Email: diane.m.stark@chase.com

Signature Page to Restructuring Support Agreement

CONSENTING LENDER

PNC BANK, NATIONAL ASSOCIATION

Notice Address:

PNC Bank, NA

1600 Market Street, 8^th Floor

Philadelphia, PA 19103

Attn: Mark Gittelman

With copy to:

PNC Bank, NA

1000 Westlakes Dr. #300

Berwyn, PA 19312

Attn: Shari L. Reams-Henofer

Email: shari.reams@pnc.com with copy to mark.gittelman@pnc.com

Signature Page to Restructuring Support Agreement

CONSENTING LENDER

ASSOCIATED BANK, NATIONAL ASSOCIATION

Signature Page to Restructuring Support Agreement

CONSENTING LENDER

CITIBANK, N.A.

Signature Page to Restructuring Support Agreement