things, (a) provides for the making
of Loans by the Lender to the Borrower in the aggregate principal Dollar amount
first above mentioned, (b) permits the prepayment of the Loans by the Borrower
subject to certain terms and conditions and (c) provides for the acceleration of
the Loans upon the occurrence of certain specified events.
The Borrower hereby waives presentment, demand, protest and notice of any kind.
No failure to exercise, and no delay in exercising any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.
Time is of the essence for this Note.
[This Note is given in replacement of the Seven-Year Term Loan Note previously
delivered to the Lender under the Credit Agreement. THIS NOTE IS NOT INTENDED TO
BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
UNDER OR IN CONNECTION WITH THE OTHER NOTE.]
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH COMMONWEALTH.
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has executed and delivered this Seven-Year
Term Loan Note under seal as of the date written above.
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate Investment Trust,
its general partner
By:
Name:
Title:
PREIT-RUBIN, INC.
By:
Name: ___________________
Title: ____________________
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:
Name: ___________________
Title: ____________________
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EXHIBIT H
FORM OF OPINION
January 8, 2014
Wells Fargo Bank, National Association,
as Administrative Agent
550 South Tryon Street, 6th Floor
MAC D1086-061
Charlotte, North Carolina 28202
The Lenders party to the
Loan Agreement
referred to below
Ladies and Gentlemen:
We have acted as counsel to (a) PREIT Associates, L.P., a Delaware limited
partnership ("PREIT"), (b) PREIT-RUBIN, Inc., a Pennsylvania corporation
("PREIT-RUBIN"), (c) Pennsylvania Real Estate Investment Trust, a Pennsylvania
business trust (the "Parent" and together with PREIT and PREIT-RUBIN, each
individually, a "Borrower" and collectively, the "Borrower") and (d) the
subsidiaries of Parent identified on Annex A attached hereto (collectively, the
"Guarantors", and together with the Borrower, the "Loan Parties") in connection
with the negotiation, execution and delivery of that certain Seven-Year Term
Loan Agreement dated as of January 8, 2014 (the "Loan Agreement"), by and among
the Borrower, each of the financial institutions initially a signatory thereto
(the "Lenders") together with their assignees pursuant to Section 11.6.(b) of
the Loan Agreement and Wells Fargo Bank, National Association, as Administrative
Agent (the "Administrative Agent", collectively with the Lenders, the "Lender
Parties").
All capitalized terms used but not defined herein shall have the respective
meanings set forth in the Loan Agreement.
In these capacities, we have reviewed copies of the following:
(a)the Loan Agreement;
(b)the Notes; and
(c)the Guaranty.
The documents and instruments set forth in items (a) through (c) above are
referred to herein as the "Transaction Documents".
In addition to the foregoing, we have reviewed