PRETN Pennsylvania Real Estate Investment Trust (PK)

Exhibit 10.1

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules attached hereto in accordance with Section 13.02, this “Agreement”) is made and entered into as of December 7, 2023 (the “Execution Date”), by and among the following parties:¹

RECITALS

WHEREAS, the Company Parties and the Consenting Lenders have in good faith and at arms’ length negotiated or been apprised of certain restructuring transactions with respect to the Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the term sheet attached as Exhibit B hereto (including all exhibits, annexes, and schedules thereto, the “Restructuring Term Sheet” and, such transactions as described in this Agreement and the Restructuring Term Sheet, the “Restructuring Transactions”);

WHEREAS, the Company Parties intend to implement the Restructuring Transactions through the commencement by the Debtors of voluntary cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the “Chapter 11 Cases”); and

WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring Transactions on the terms and conditions set forth in this Agreement and the Restructuring Term Sheet.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

AGREEMENT

Section 1. Definitions and Interpretation.

1.01. Definitions. Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Restructuring Term Sheet. The following terms shall have the following definitions:

“Ad Hoc Group’s Advisors” means (a) Paul Hastings LLP, as counsel to the Ad Hoc Group of Lenders (“Paul Hastings”), (b) Houlihan Lokey Capital, Inc., as financial advisor to the Ad Hoc Group of Lenders, (c) a local counsel to the Ad Hoc Group of Lenders to be identified, and (d) such other professionals that may be retained by or on behalf of the Ad Hoc Group of Lenders (including the retention of any such professional made by Paul Hastings), in each case referred to in this clause (d), with the consent of the Company Parties (not to be unreasonably withheld, conditioned, or delayed).

“Ad Hoc Group of Lenders” means that certain group of Prepetition First Lien Lenders and Prepetition Second Lien Lenders (and their respective Related Funds) represented by the Ad Hoc Group’s Advisors, as may be reconstituted from time to time.

“Agreement” has the meaning set forth in the preamble to this Agreement and, for the avoidance of doubt, includes all the exhibits, annexes, and schedules attached hereto in accordance with Section 13.02 (including the Restructuring Term Sheet, which is expressly incorporated herein and made a part of this Agreement).

“Agreement Effective Date” has the meaning set forth in Section 2.01.

“Agreement Effective Period” means the period from the Agreement Effective Date (or, in the case of any Consenting Lender that becomes a party hereto after the Agreement Effective Date, the date as of which such Consenting Lender executes and delivers a Joinder to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders) to the Termination Date.

“Alternative Restructuring” means (a) any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, financing (including any debtor-in-possession financing or exit financing), use of cash collateral, liquidation, tender offer, asset sale, share issuance, recapitalization, plan of reorganization, share exchange, business combination, joint venture, partnership, or similar transaction involving any one or more Company Parties or any affiliates of the Company Parties or the debt, equity, or other interests in any one or more Company Parties or any affiliates of the Company Parties, other than as contemplated by this Agreement, including the Restructuring Term Sheet, or (b) any other transaction involving one or more Company Parties or any affiliates of the Company Parties that is an alternative to and/or materially inconsistent with the Restructuring Transactions.

“Alternative Restructuring Proposal” means any plan, inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to an Alternative Restructuring.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.

“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware.

“Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.

“Claim” has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.

“Company Claims/Interests” means any Claim against, or interest in, any Company Party.

“Company Parties” has the meaning set forth in the preamble to this Agreement.

“Confidentiality Agreement” means an executed confidentiality agreement, including with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public information agreement, in connection with any proposed Restructuring Transactions.

“Confirmation” means entry of the Confirmation Order on the docket of the Chapter 11 Cases.

“Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to sections 1128 and 1129 of the Bankruptcy Code.

“Confirmation Order” means the order entered by the Bankruptcy Court confirming the Plan.

“Consenting First Lien Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting Second Lien Lenders” has the meaning set forth in the preamble to this Agreement.

“Debtors” means PREIT and certain of its direct and indirect subsidiaries listed on Annex A to the Restructuring Term Sheet.

“Definitive Documents” means the documents listed in Section 3.01.

“DIP Agent” means the administrative agent under the DIP Credit Agreement, its successors, assigns, or any replacement agent appointed pursuant to the terms of the DIP Credit Agreement, each of which shall be acceptable to the required lenders thereunder and the Company Parties.

“DIP Backstop” has the meaning set forth in the Restructuring Term Sheet.

“DIP Backstop Parties” means Redwood Capital Management, LLC and Nut Tree Capital Management, LLC (including their respective Related Funds that are signatories to the DIP Commitment Letter).

“DIP Commitment Letter” means that certain commitment letter, by and among certain of the Company Parties and each of the institutions identified on Schedule 1 thereto, as the same may have been amended, supplemented, or otherwise modified.

“DIP Credit Agreement” means the debtor-in-possession financing agreement by and among certain Company Parties, the DIP Agent, and the lenders party thereto setting forth the terms of the DIP Facility.

“DIP Documents” means, collectively, the DIP Credit Agreement and any other agreements, documents, and instruments delivered or entered into in connection therewith, including, without limitation, any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security documents.

“DIP Facility” means the loans under the debtor-in-possession financing facility on the terms and conditions set forth in the term sheet attached hereto as Exhibit C.

“Disclosure Statement” means the disclosure statement with respect to the Plan that is prepared and distributed to, among others, holders of Prepetition Second Lien Claims, in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Bankruptcy Rule 3018, and other applicable law, and all exhibits, schedules, supplements, modifications, and amendments thereto.

“Disclosure Statement Order” means the order of the Bankruptcy Court approving the Disclosure Statement as a disclosure statement meeting the applicable requirements of the Bankruptcy Code and, to the extent necessary, approving the related Solicitation Materials, which order may be the Confirmation Order.

“Effective Date” has the meaning set forth in the Restructuring Term Sheet.

“Entity” shall have the meaning set forth in section 101(15) of the Bankruptcy Code.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Execution Date” has the meaning set forth in the preamble to this Agreement.

“Existing Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of December 10, 2020, among PREIT Associates, L.P., PREIT-Rubin, Inc., and PREIT, as borrowers, the other grantors party thereto, Wells Fargo Bank, National Association, as administrative agent, collateral agent, and Representative (as defined therein) for the Prepetition First Lien Secured Parties, Wells Fargo Bank, National Association, as administrative agent, collateral agent and Representative for the Prepetition Second Lien Secured Parties, and each additional Senior Representative (as defined therein) and Second Priority Representative (as defined therein) that from time to time becomes a party.

“Exit Facility Backstop Parties” has the meaning set forth in the Restructuring Term Sheet.

“Finance Documents” means, collectively, (a) the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement, and (b) all other documents entered into, pursuant to, or in connection with, the foregoing documents in clause (a) of this definition (including, but not limited to, any cash management arrangements and ancillary facilities).

“Financing Orders” means any orders entered in the Chapter 11 Cases authorizing debtor-in-possession financing or the use of cash collateral (whether interim or final), which shall be consistent with this Agreement and the Restructuring Term Sheet.

“First Day Pleadings” means the first-day pleadings that the Company Parties determine, in consultation with the Ad Hoc Group’s Advisors, are necessary or desirable to file.

“Governmental Entity” means any applicable federal, state, local, or foreign government or any agency, bureau, board, commission, court, or arbitral body, department, political subdivision, regulatory or administrative authority, tribunal or other instrumentality thereof, or any self-regulatory organization. For the avoidance of doubt, the term Governmental Entity includes any Governmental Unit (as such term is defined in section 101(27) of the Bankruptcy Code).

“Joinder” means a joinder to this Agreement substantially in the form attached hereto as Exhibit E.

“Milestones” means the milestones set forth in Exhibit A, as such may be extended in accordance with the terms of this Agreement.

“New Governance Documents” has the meaning set forth in the Restructuring Term Sheet.

“Organizational Documents” means, with respect to any Person other than a natural person, the documents by which such Person was organized or formed (such as a certificate of incorporation, certificate of formation, certificate of limited partnership, or articles of organization) or which relate to the internal governance of such Person (such as by-laws or a partnership agreement, or an operating, limited liability company, or members agreement).

“Outside Date” shall be 11:59 p.m. ET on February 15, 2024.

“Parties” means the Company Parties and any Consenting Lender that becomes party to this Agreement in accordance with this Agreement.

“Permits” means any license, permit, registration, authorization, approval, certificate of authority, accreditation, qualification, or similar document or authority that has been issued or granted by any Governmental Entity or Third Party Association.

“Permitted Transferee” means each transferee of any Company Claims/Interests who meets the requirements of Section 8.01.

“Person” means an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group, a Governmental Entity, a Third Party Association, or any legal entity or association.

“Petition Date” means the first date any of the Company Parties commences a Chapter 11 Case.

“Plan” means the joint plan of reorganization filed by the Debtors under chapter 11 of the Bankruptcy Code, including all appendices, exhibits, schedules, and supplements thereto, as may be modified from time to time in accordance with its terms and this Agreement.

“Plan Release” means customary mutual releases in favor of the Released Parties to be included in the Plan as set forth under the “Releases and Exculpation” section of the Restructuring Term Sheet and otherwise in form and substance reasonably acceptable to the Debtors and the Requisite Consenting Lenders.

“Plan Supplement” means any compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan, and any and all documents necessary to effectuate the Restructuring Transactions or that is contemplated by the Plan subject to the Agreement, which shall be filed by the Debtors prior to the Confirmation Hearing, and additional documents filed with the Bankruptcy Court prior to the Effective Date as amendments to the Plan Supplement, each of which shall be consistent in all respects with, and shall otherwise contain, the terms and conditions and be subject to the consent rights set forth in this Agreement and the Restructuring Term Sheet, where applicable.

“Prepetition First Lien Agent” means Wilmington Savings Fund Society, FSB, in its capacity as the successor administrative agent and collateral agent under the Prepetition First Lien Credit Agreement.

“Prepetition First Lien Claims” means the Prepetition Revolving Loan Claims and the Prepetition First Lien Term Loan Claims.

“Prepetition First Lien Credit Agreement” means that certain Amended and Restated First Lien Credit Agreement, dated as of December 10, 2020, among PREIT, as parent and as a borrower, PREIT Associates, L.P. and PREIT-Rubin, Inc., each as borrowers, the guarantors thereunder, the lenders from time to time party thereto, and the Prepetition First Lien Agent, as amended, supplemented, or otherwise modified from time to time.

“Prepetition First Lien Lender” means any holder of Prepetition First Lien Claims.

“Prepetition First Lien Loan Documents” means the “Loan Documents” as defined in the Prepetition First Lien Credit Agreement.

“Prepetition First Lien Loans” means the Prepetition Revolving Loans and the Prepetition First Lien Term Loans.

“Prepetition First Lien Secured Parties” means the Prepetition First Lien Agent, the Prepetition First Lien Lenders, and other secured parties under the Prepetition First Lien Credit Agreement and related loan documents.

“Prepetition First Lien Term Loans” means the “Term Loan” as defined in the Prepetition First Lien Credit Agreement.

“Prepetition First Lien Term Loan Claims” means any Claim on account of Prepetition First Lien Term Loans arising under or pursuant to the Prepetition First Lien Credit Agreement or the other Prepetition First Lien Loan Documents.

“Prepetition Revolving Loans” means a loan made by a “Lender” to the “Borrower”, each as defined in the Prepetition First Lien Credit Agreement, pursuant to section 2.1(a) of the Prepetition First Lien Credit Agreement.

“Prepetition Revolving Loan Claims” means any Claim on account of Prepetition Revolving Loans arising under or pursuant to the Prepetition First Lien Credit Agreement or the other Prepetition First Lien Loan Documents.

“Prepetition Second Lien Agent” means Wilmington Savings Fund Society, FSB, in its capacity as the successor administrative agent and collateral agent under the Prepetition Second Lien Loan Documents.

“Prepetition Second Lien Claims” means any Claim on account of Prepetition Second Lien Loans arising under or pursuant to the Prepetition Second Lien Credit Agreement or the other Prepetition Second Lien Loan Documents.

“Prepetition Second Lien Credit Agreement” means that certain Second Lien Credit Agreement, dated as of December 10, 2020, among PREIT, as parent and as a borrower, PREIT Associates, L.P. and PREIT-Rubin, Inc., each as a borrower, the guarantors thereunder, the lenders from time to time party thereto, and the Prepetition Second Lien Agent, as amended, supplemented, or otherwise modified from time to time.

“Prepetition Second Lien Lenders” means any holder of Prepetition Second Lien Claims.

“Prepetition Second Lien Loans” means the “Term Loan” as defined in the Prepetition Second Lien Credit Agreement.

“Prepetition Second Lien Loan Documents” means the “Loan Document” as defined in the Prepetition Second Lien Credit Agreement.

“Prepetition Second Lien Secured Parties” means the Prepetition Second Lien Agent, the Prepetition Second Lien Lenders, and other secured parties under the Prepetition Second Lien Credit Agreement and related loan documents.

“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Company Claims/Interests (or enter with customers into long and short positions in Company Claims/Interests), in its capacity as a dealer or market maker in Company Claims/Interests and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

“Reorganized Debtors” means the Debtors, or any successor(s) thereto, by merger, consolidation, acquisition of assets, or otherwise, as reorganized under the Plan.

“Related Fund” means, with respect to any Person, any fund, account, or investment vehicle that is directly or indirectly controlled or managed by (i) such Person, (ii) an affiliate of such Person, or (iii) the same investment manager, advisor, or subadvisor as such Person or an affiliate of such investment manager, advisor, or subadvisor.

“Released Parties” has the meaning set forth in the Restructuring Term Sheet.

“Requisite Consenting First Lien Lenders” means, as of the relevant date, Consenting First Lien Lenders who collectively hold at least 50.1% of the Prepetition First Lien Claims held by all Consenting First Lien Lenders.

“Requisite Consenting Lenders” means, as of the relevant date, the Requisite Consenting First Lien Lenders and the Requisite Consenting Second Lien Lenders.

“Requisite Consenting Second Lien Lenders” means, as of the relevant date, Consenting Second Lien Lenders who collectively hold at least 50.1% of the Prepetition Second Lien Claims held by all Consenting Second Lien Lenders.

“Restructuring Steps Memorandum” means the summary of transaction steps to complete the Restructuring Transactions, which may be included in the Plan Supplement.

“Restructuring Term Sheet” has the meaning set forth in the recitals to this Agreement.

“Restructuring Transactions” has the meaning set forth in the recitals to this Agreement.

“Revolving Exit Facility” means the revolving loans under the exit facility on the terms and conditions set forth in the term sheet attached hereto as Exhibit D.

“Revolving Exit Facility Documents” means all agreements, documents, and instruments delivered or to be entered into in connection with the Revolving Exit Facility, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security documents.

“Revolving Exit Facility Loans” means loans issued under the Revolving Exit Facility.

“Solicitation Materials” means all documents, ballots, forms, and other materials provided in connection with the solicitation of votes on the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (other than the Disclosure Statement).

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, assessments, duties, withholdings, and any charges of a similar nature (including interest, additions to tax, and penalties with respect thereto) that are imposed by any government or other taxing authority.

“Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Sections 11.01, 11.02, 11.03, or 11.04.

“Third Party Association” means any trade, industry, business or sector association, body, group or council, or similar entity.

“TL Exit Facility” means the term loans under the exit facility on the terms and conditions set forth in the term sheet attached hereto as Exhibit D.

“TL Exit Facility Documents” means all agreements, documents, and instruments delivered or to be entered into in connection with the TL Exit Facility, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security documents.

“TL Exit Facility Loans” has the meaning set forth in the Restructuring Term Sheet.

“Transaction Expenses” means all reasonable and documented fees, costs, and expenses of the Ad Hoc Group’s Advisors in connection with the negotiation, formulation, preparation, execution, delivery, implementation, consummation, and/or enforcement of this Agreement and/or any of the other Definitive Documents, and/or the transactions contemplated hereby or thereby, including any amendments, waivers, consents, supplements, or other modifications to any of the foregoing, and, to the extent applicable, consistent with any engagement letters or fee reimbursement letters entered into between the applicable Company Parties, on the one hand, and any Ad Hoc Group’s Advisor, on the other hand, with respect to the fees, costs, and expenses of any Ad Hoc Group’s Advisor.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, loan, grant, hypothecate, participate, donate, or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions).

1.02. Interpretation. For purposes of this Agreement:

(a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;

(b) capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

(c) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(d) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended, restated, amended and restated, supplemented, or otherwise modified or replaced from time to time; provided, that any capitalized terms herein which are defined with reference to another agreement are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof;

(e) unless otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;

(f) the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

(g) captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(h) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company laws; and

(i) the use of “include” or “including” is without limitation, whether stated or not.

Section 2. Effectiveness of this Agreement.

2.01. This Agreement shall become effective and binding upon each of the parties that has executed and delivered counterpart signature pages to this Agreement on the date on which all of the following conditions have been satisfied or waived by the applicable Party or Parties in accordance with this Agreement (such date, the “Agreement Effective Date”):

(a) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders;

(b) the following shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders:

(i) holders of at least 66.7% of the aggregate outstanding principal amount of Prepetition First Lien Loans; and

(ii) holders of at least 66.7% of the aggregate outstanding principal amount of Prepetition Second Lien Loans;

(c) all accrued and unpaid Transaction Expenses incurred up to (and including) the Agreement Effective Date shall be paid in full in cash as set forth in Section 13.20(a); and

(d) counsel to the Company Parties shall have given notice to counsel to the Ad Hoc Group of Lenders in the manner set forth in Section 13.10 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2.01 have occurred.

Section 3. Definitive Documents.

3.01. The Definitive Documents governing the Restructuring Transactions shall include this Agreement and all other agreements, instruments, pleadings, orders, forms, questionnaires, and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions, and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including the following, as applicable:

(a) any documents in connection with any First Day Pleadings or “second day” pleadings and all orders sought pursuant thereto, including any cash management orders;

(b) the Disclosure Statement;

(c) the Solicitation Materials;

(d) the Plan;

(e) the Financing Orders;

(f) the DIP Documents;

(g) the DIP Commitment Letter

(h) the TL Exit Facility Documents;

(i) the Revolving Exit Facility Documents;

(j) the Exit Facility Backstop Agreement (as defined in the Restructuring Term Sheet) and related subscription documents;

(k) the Disclosure Statement Order;

(l) the Confirmation Order;

(m) the Restructuring Steps Memorandum;

(n) the New Governance Documents;

(o) such other definitive documentation relating to a restructuring of the Company Parties as is necessary or desirable to consummate the Restructuring Transactions; and

(p) any other material exhibits, schedules, amendments, modifications, supplements, appendices, or other documents and/or agreements relating to any of the foregoing.

3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion, as applicable. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement and the applicable terms of the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 12. Further, except as otherwise set forth herein, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall be in form and substance reasonably

acceptable in all respects to (i) with respect to all Definitive Documents (other than the New Governance Documents), the Company Parties; provided that the New Governance Documents shall be determined in consultation with the Company Parties and (ii) with respect to all Definitive Documents, the Requisite Consenting Lenders.

Section 4. Commitments of the Consenting Lenders.

4.01. Commitments, Forbearances, and Waivers.

(a) During the Agreement Effective Period, each Consenting Lender, on a several and not joint basis, agrees, in respect of all of its Company Claims/Interests, to:

(i) support the Restructuring Transactions and vote or consent, to the extent applicable, and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; provided, that no Consenting Lender shall be obligated to waive (to the extent waivable by such Consenting Lender) any condition to the consummation of any part of the Restructuring Transactions set forth in (or to be set forth in) any Definitive Document or this Agreement (including in the section of the Restructuring Term Sheet entitled “Conditions Precedent to the Effective Date”), solely as such conditions precedent apply to the Consenting Lenders;

(ii) subject to the terms of any applicable Confidentiality Agreements, use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders, to the extent reasonably prudent, including by making the Ad Hoc Group’s Advisors available to such other stakeholders or their advisors, as applicable, for the purposes of responding to inquiries by such stakeholders and/or obtaining support for the Restructuring Transactions; provided that no Consenting Lender shall be obligated to amend, modify, or supplement any of the Definitive Documents to obtain such additional support (including any amendment, modification, or supplement that provides for different treatment of any Company Claims/Interests than the treatment provided to such Company Claims/Interests in the Restructuring Term Sheet);

(iii) negotiate in good faith to enter into any necessary forbearance, waiver, or amendment agreement;

(iv) give any notice, order, instruction, or direction to the applicable agent under the applicable Finance Documents, in each case as necessary to implement or give effect to the Restructuring Transactions; provided, that no Consenting Lender shall be required hereunder to provide any agent or other Person under any applicable Finance Documents with any additional indemnities or similar undertakings in connection with taking any such action other than those contained in any applicable Finance Documents;

(v) negotiate in good faith, and use commercially reasonable efforts to execute and implement, the Definitive Documents to which it will be a party in a manner consistent with this Agreement;

(vi) to the extent it is entitled to vote to accept or reject the Plan pursuant to its terms, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Disclosure Statement and any related Solicitation Materials;

(vii) to the extent it is permitted to elect whether to opt out of the Plan Releases, elect not to opt out of the Plan Releases by timely delivering its duly executed and completed ballot(s) indicating such election;

(viii) cooperate to consummate the transactions contemplated by the Restructuring Transactions;

(ix) to the extent applicable, fund its committed portion of the DIP Facility as and when due pursuant to the terms of the DIP Documents;

(x) to the extent applicable, fund its committed portion of the Revolving Exit Facility and/or the TL Exit Facility as and when due pursuant to the terms of the Revolving Exit Facility Documents and the TL Exit Facility Documents, as applicable; and

(xi) support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is consistent with this Agreement.

(b) During the Agreement Effective Period, each Consenting Lender, as applicable, on a several and not joint basis, agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly:

(i) object to, challenge, encourage or support any challenge or delay, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;

(ii) propose, file, support, or vote for any Alternative Restructuring;

(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that is not materially consistent with this Agreement and the Restructuring Transactions;

(iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;

(v) exercise, or direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Company Claims/Interests;

(vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or

(vii) change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (a)(vi) and (a)(vii) above; provided, that nothing in this Agreement shall prevent any Party from withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated in accordance with its terms with respect to such Party.

(c) Each Consenting Lender hereby consents to amend or modify the Prepetition First Lien Loan Documents and/or the Prepetition Second Lien Loan Documents, as applicable, to permit the Company to borrow additional Prepetition First Lien Loans under the First Lien Credit Agreement to pay for the fees and expenses of the Company Parties’ advisors and the Ad Hoc Group’s Advisors due and owing on or prior to the Petition Date, in an amount not to exceed $30,000,000, and hereby directs the Prepetition First Lien Agent and/or the Prepetition Second Lien Agent, as applicable, to enter into such amendments or modifications.

(d) Requisite Consenting Lenders hereby consent to the Company’s entry into and performance under that certain Waiver, Release, Indemnification, and Assignment Agreement with The Macerich Partnership, L.P., Westcor Realty Limited Partnership, The Westcor Company II Limited Partnership and certain affiliates thereof substantially in the form received by the Company on December 6, 2023.

Section 5. Additional Provisions Regarding the Consenting Lenders’ Commitments. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) affect the ability of any Consenting Lender to consult with any other Consenting Lender, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (b) impair or waive the rights of any Consenting Lender to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (c) prevent any Consenting Lender from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (d) limit the rights of a Consenting Lender under the Chapter 11 Cases, including appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as the exercise of any such right is not inconsistent with such Consenting Lender’s obligations hereunder; (e) limit the ability of a Consenting Lender to purchase, sell, or enter into any transactions regarding the Company Claims/Interests, subject to the terms hereof; (f) except as and to the extent explicitly set forth herein, constitute a waiver or amendment of any term or provision of any Finance Document; (g) except as and to the extent explicitly set forth herein, constitute a termination or release of any liens on, or security interests in, any of the assets or properties of the Company Parties that secure the obligations under any Finance Document; (h) except as and to the extent explicitly set forth herein, require any Consenting Lender to incur, assume, become liable in respect of, or suffer to exist any expenses, liabilities, or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Consenting Lender; (i) prevent a Consenting Lender from taking any action that is required in order to comply with applicable law; provided, that if any Consenting Lender proposes to take any action that is otherwise inconsistent with this Agreement or the Restructuring Transactions in order to comply with applicable law, such Consenting Lender shall provide, to the extent possible without violating applicable law, at least five (5) business days’ advance, written notice to the Parties; (j) prohibit any Consenting Lender from taking any action that is not inconsistent with this Agreement or the Restructuring Transactions; (k) except as and to the extent explicitly set forth herein, limit the ability of any Consenting Lender to enforce the terms of the Existing Intercreditor Agreement (including exercising any rights or remedies available to the Consenting Lenders); or (l) require any Consenting Lender to fund or commit to fund any additional amounts (other than as agreed in connection with the TL Exit Facility, the DIP Facility, and any Revolving Exit Facility) without such Consenting Lender’s written consent.

Section 6. Commitments of the Company Parties.

6.01. Affirmative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, the Company Parties agree, on behalf of themselves and their controlled affiliates, to:

(a) support, act in good faith, and take all reasonable actions necessary, or reasonably requested by the Requisite Consenting Lenders, to implement and consummate the Restructuring Transactions as contemplated by this Agreement and the Restructuring Term Sheet, including the Milestones;

(b) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, take all steps reasonably necessary to address any such impediment, including, timely filing a formal objection to any motion, application, or other proceeding filed with the Bankruptcy Court by any Person seeking the entry of an order (i) directing the appointment of an examiner with expanded powers or a trustee; (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (iii) dismissing the Chapter 11 Cases; (iv) approving an Alternative Restructuring Proposal; (v) for relief that (x) is inconsistent with this Agreement in any material respect, or (y) would, or would reasonably be expected to, frustrate the purposes of this Agreement in any material respect, including by preventing the consummation of the Restructuring Transactions; (vi) modifying or terminating any Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization; or (vii) challenging (x) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Lenders, or (y) the validity, enforceability, or perfection of any lien or other encumbrance securing (or purporting to secure) any Company Claims/Interests of any of the Consenting Lenders;

(c) use commercially reasonable efforts to obtain any and all Permits, consents, and/or any other third-party approvals that are necessary or advisable for the implementation or consummation of any part of the Restructuring Transactions;

(d) negotiate in good faith and use commercially reasonable efforts to execute, deliver, perform their obligations under, and consummate the transactions contemplated by, the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement;

(e) use commercially reasonable efforts to seek additional support for the Restructuring Transactions from their other material stakeholders to the extent reasonably prudent;

(f) subject to the consent rights set forth in Section 3.02, (i) complete the preparation, as soon as reasonably practicable after the Execution Date, of the Plan, the Disclosure Statement, and any other Solicitation Materials in order to pursue the Restructuring Transactions in accordance with the Milestones, (ii) provide drafts of the Disclosure Statement, the Plan, any other Solicitation Materials, and each other Definitive Document to, and afford a reasonable opportunity for comment and review of such documents by, the Ad Hoc Group’s Advisors, which opportunity of comment and review shall be not less than three (3) full business days in advance of any filing, execution, distribution, or use (as applicable) thereof (provided, that if delivery of such document at least three (3) full business days in advance is impracticable under the circumstances, such document shall be delivered as soon as otherwise practicable), (iii) consult in good faith with the Ad Hoc Group’s Advisors regarding the form and substance of the Disclosure Statement and other Solicitation Materials, the Plan, and each other Definitive Document, sufficiently in advance of the filing, execution, distribution, or use (as applicable) thereof and not file, execute, distribute, or use (as applicable) the Disclosure Statement or other Solicitation Materials, the Plan, and each other Definitive Document unless such document is in form and substance reasonably acceptable to those parties as set forth in Section 3.02, and (iv) negotiate in good faith, execute, perform their obligations under, and consummate the transactions contemplated by, the Definitive Documents to which the respective Company Parties are (or will be) a party; provided, that the obligations of the Company Parties under this Section 6.01(f) shall in no way alter or diminish any right expressly provided to any applicable Consenting Lender under this Agreement to review, comment on, and/or consent to the form and/or substance of any document in accordance with the terms hereof;

(g) promptly notify the Ad Hoc Group’s Advisors in writing (email being sufficient) of (i) the initiation, institution, or commencement of any proceeding by a Governmental Entity (or communications indicating that the same may be contemplated or threatened) involving any of the Company Parties (including any assets, Permits, businesses, operations, or activities of any of the Company Parties) or any of their respective current or former officers, employees, managers, directors, members, or equity holders (in their capacities as such), (ii) the initiation, institution, or commencement by any Person of any proceeding involving any of the Company Parties (or communications indicating that the same may be contemplated or threatened) that could result in or is likely to have a material impact in any manner on any of the Company Parties’ businesses (including any assets, Permits, businesses, operations, or activities of any of the Company Parties) or any of their respective current or former officers, employees, managers, directors, members, or equity holders (in their capacities as such), (iii) the initiation, institution, or commencement of any proceeding by a Governmental Entity or other Person challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain, or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby, (iv) any material breach by any of the Company Parties in any respect of any of their obligations, representations, warranties, or covenants set forth in this Agreement, (v) the happening or existence of any event that shall have made any of the conditions precedent to any Person’s obligations set forth in (or to be set forth in) any of the Definitive Documents or this Agreement (including in the section of the Restructuring Term Sheet entitled “Conditions Precedent to the Effective Date”) incapable of being satisfied so as to permit consummation of the Restructuring Transactions prior to the Outside Date, (vi) the occurrence of a “Termination Event” pursuant to Section 11, and/or (vii) the receipt of notice from any Governmental Entity or other Person alleging that the consent of such Person is or may be required under any Organizational Document, material contract, Permit, law, or otherwise in connection with the consummation of any part of the Restructuring Transactions;

(h) maintain the good standing and legal existence of each Company Party under the laws of the state or jurisdiction in which it is incorporated, organized, or formed, except to the extent that any failure to maintain such Company Party’s good standing arises solely as a result of the filing of the Chapter 11 Cases;

(i) if any Company Party receives an Alternative Restructuring Proposal, (i) promptly notify the Ad Hoc Group’s Advisors (in each case, no later than three (3) business days after the receipt of such Alternative Restructuring Proposal), with such notification to include the material terms thereof (but not the identity of the Person(s) involved); and (ii) respond promptly to reasonable information requests and questions from the Ad Hoc Group’s Advisors with respect to the impact of such Alternative Restructuring Proposal on the Restructuring Transactions and any action taken or proposed to be taken by the Company Parties in response thereto, but not to include the identity of the Person(s) involved;

(j) (i) conduct their businesses and operations in the ordinary course in a manner that is consistent with past practices and in compliance with law; and (ii) use reasonable efforts to preserve intact their business organizations and relationships with third parties (including creditors, lessors, licensors, vendors, customers, suppliers, and distributors) and employees; provided, that this Section 6.01(j) shall in no way be construed to preclude the (A) implementation of the agreements set forth on Annex B to the Restructuring Term Sheet or (B) either (x) the negotiation and implementation of amendments to each of the five existing severance agreement amendments to the PREIT Services, LLC Severance Pay Plan for Certain Officers (each, an “Existing Severance Amendment”) on terms and conditions that are acceptable in all respects to the Requisite Consenting Lenders (and which provides severance within the first year after a change of control of 12 months and thereafter of no more than 12 months, unless in each case otherwise

agreed by the Requisite Consenting Lenders and the respective Certain Officer) or (y) the rejection (without any amendment, supplement or modification thereto), including the entry of an order of the Bankruptcy Court approving such rejection, of any such Existing Severance Amendment, if any such Existing Severance Amendment is not amended in accordance with clause (x);

(k) provide responses in a reasonably timely manner, whether by directing the Company Parties’ advisors to respond or otherwise, to reasonable diligence requests from the Ad Hoc Group’s Advisors for purposes of the Consenting Lenders’ due diligence investigation in respect of the assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs of the Company Parties; provided, that this Section 6.01(k) shall not impose any obligation on the Company Parties to issue any “cleansing letter” or otherwise publicly disclose material non-public information in connection with this Agreement; and

(l) implement the Restructuring Transactions in accordance with the Milestones, unless waived or extended in writing by the Requisite Consenting Lenders (which waiver or extension may be effected through email exchanged between counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders) and subject, if applicable, to any scheduling requests or requirements made by the Bankruptcy Court (other than scheduling requests or requirements made solely at the request of the Debtors).

6.02. Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not, and shall cause their controlled affiliates not to, without the prior written consent of the Requisite Consenting Lenders, directly or indirectly:

(a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;

(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement, or any of the other Definitive Documents;

(c) (i) execute, deliver, and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form, or other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, and/or the Restructuring Transactions that, in whole or in part, is not consistent with this Agreement and the Restructuring Term Sheet in all material respects or otherwise in form and substance reasonably acceptable to the Requisite Consenting Lenders pursuant to their respective consent rights set forth in Section 3.02, as applicable, or, if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or (ii) waive, amend, or modify any of the Definitive Documents, or file with the Bankruptcy Court a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not consistent in all material respects with this Agreement and the Restructuring Term Sheet, or otherwise reasonably acceptable to the Requisite Consenting Lenders pursuant to their consent rights set forth in Section 3.02, as applicable;

(d) (i) seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (1) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Lenders, or (2) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Lenders; (ii) otherwise seek to restrict any rights of any of the Consenting Lenders; or (iii) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 6.02(d);

(e) except as contemplated by this Agreement, enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangements without the advance written consent of the Requisite Consenting Lenders;

(f) assert, or support any assertion by any Person, that, in order to act on the provisions of Section 11, the Consenting Lenders shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and each of the Company Parties hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of any notice of termination in accordance with Section 11);

(g) make any bonus payments (excluding, for the avoidance of doubt, ordinary course commissions and local incentive payments), the bonus payments set forth on Annex C to the Restructuring Term Sheet, to any directors, officers, consultants or employees of any of the Company Parties or their affiliates, whether scheduled prior to, as of or after the date of the Agreement Effective Date, without the prior written consent of the Requisite Consenting Lenders;

(h) incur or commit to incur any capital expenditures, other than (i) capital expenditures described in the business plan previously approved by the Ad Hoc Group of Lenders, (ii) capital expenditures that are required in order to comply with required governmental regulations and applicable law in an amount not to exceed $2,500,000 in the aggregate, and (iii) capital expenditures related to health, fire and safety emergencies in an amount not to exceed $2,500,000 in the aggregate, in each case except as approved by the Requisite Consenting Lenders;

(i) make or change any material tax election (including, with respect to any Company Party that is treated as a partnership or disregarded entity for U.S. federal income tax purposes, an election to be treated as a corporation for U.S. federal income tax purposes) (other than ordinary course elections made in connection with any Company Party’s Federal and State income tax return), file any material amended tax return, enter into any closing agreement with respect to Taxes for an amount greater than $100,000, consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment other than in the ordinary course of business, enter into any installment sale transaction, adopt or change any material accounting methods, practices, or periods for Tax purposes, make or request any Tax ruling, enter into any Tax sharing or similar agreement or arrangement (other than agreements entered in the ordinary course of business the primary purpose of which are not Taxes), or settle any Tax claim or assessment for an amount greater than $50,000;

(j) except to the extent permitted by Section 7.02, seek, solicit, support, encourage, propose, assist, consent to, vote for, enter, or participate in any discussions or any agreement with any Person regarding, pursue, or consummate, any Alternative Restructuring Proposal;

(k) commence the solicitation with respect to the Plan, unless the Disclosure Statement and the other Solicitation Materials shall be in form and substance consistent with this Agreement, the Restructuring Term Sheet, or otherwise reasonably satisfactory to the Requisite Consenting Lenders; or

(l) consummate the Restructuring Transactions unless each of the applicable conditions to the consummation of such transactions set forth in this Agreement, the Restructuring Term Sheet, and the applicable Definitive Documents has been satisfied or waived by the applicable Persons in accordance with the terms of this Agreement and the applicable Definitive Documents.

Section 7. Additional Provisions Regarding Company Parties’ Commitments.

7.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with outside counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to this Section 7.01 shall not be deemed to constitute a breach of this Agreement; provided, that if (and on each occasion) a Company Party determines not to take any action or to refrain from taking any action with respect to the Restructuring Transactions in accordance with this Section 7.01, such Company Party shall provide written notice of such determination to the Ad Hoc Group’s Advisors within three (3) business days of such Company Party making such determination.

7.02. Notwithstanding anything to the contrary in this Agreement (but subject to Section 7.01), each Company Party and its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (a) provide access to non-public information concerning any Company Party to any Entity that provides an unsolicited Alternative Restructuring Proposal and executes and delivers a Confidentiality Agreement with the Company Parties; (b) respond to, facilitate inquires with respect to, and maintain and continue discussions or negotiations with respect to an unsolicited Alternative Restructuring Proposal received by any of the Company Parties if the board of directors, board of managers, or similar governing body of such Company Party determines in good faith, upon the advice of outside counsel, that failure to take such action would be inconsistent with the fiduciary duties, if any, of the members of such board or governing body under applicable law; and (c) enter into or continue discussions or negotiations with holders of Claims against or Interests in a Company Party (including any Consenting Lender), any other party in interest in the Chapter 11 Cases (including any official committee and the U.S. Trustee), or any other Entity regarding the Restructuring Transactions or unsolicited Alternative Restructuring Proposals. At all times prior to the date on which the Company Parties enter into a definitive agreement with respect to an Alternative Restructuring, the Company Parties shall provide the Ad Hoc Group’s Advisors with all relevant information regarding (A) any discussions and/or negotiations relating to any such Alternative Restructuring Proposal and/or (B) any amendments, modifications, or other changes to, or any further developments of, any such Alternative Restructuring Proposal, in any such case as is necessary to keep such counsel contemporaneously informed as to the status and substance of such discussions, negotiations, amendments, modifications, changes, and/or developments.

7.03. Nothing in this Agreement shall: (a) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or (b) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

Section 8. Transfer of Interests and Securities.

8.01. During the Agreement Effective Period, except pursuant to the consummation of the Restructuring Transactions, no Consenting Lender shall Transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Exchange Act) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: either (a) the transferee executes and delivers to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders, at or before the time such Transfer is effective, a Joinder or (b) the transferee is a Consenting Lender and the transferee provides notice of such Transfer (including the amount and type of Company Claims/Interests Transferred) to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders at or before the time of the proposed Transfer. In addition to the foregoing, no

Consenting Lender who is an Exit Facility Backstop Party shall Transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Exchange Act) in any Prepetition Second Lien Claims to any Person unless such transferring Consenting Lender also Transfers a proportionate amount of its Exit Facility Backstop Commitment to such Person in accordance with the terms and conditions of the Exit Facility Backstop Agreement.

8.02. Upon compliance with the requirements of Section 8.01, the transferee shall be deemed a Consenting Lender, as applicable, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 8.01 shall be void ab initio. Any Consenting Lender that effectuates a permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the failure of the Permitted Transferee to comply with the terms of this Agreement.

8.03. This Agreement shall in no way be construed to preclude the Consenting Lenders from acquiring additional Company Claims/Interests; provided, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Lender be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties and/or counsel to the Ad Hoc Group of Lenders); and (b) such Consenting Lender must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders within five (5) business days of such acquisition. Notwithstanding anything to the contrary in this Agreement, Company Claims/Interests or other claims of a Consenting Lender subject to this Agreement shall not include any Company Claim/Interest or other claims held in a fiduciary capacity or held or acquired by any other division, business unit or trading desk of such Consenting Lender (other than the division, business unit or trading desk expressly identified on the signature pages hereto), unless and until such division, business unit or trading desk is or becomes a party to this Agreement.

8.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Lender to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

8.05. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Joinder in respect of such Company Claims/Interests and shall not be subject to the requirements in the proviso of Section 8.03 hereof if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within fifteen (15) business days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee; and (c) the Transfer otherwise is a permitted Transfer under Section 8.01. To the extent that a Consenting Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Lender without the requirement that the transferee be a Permitted Transferee. For the avoidance of doubt, if a Qualified Marketmaker acquires any Company Claims/Interests from a Consenting Lender and is unable to transfer such Company Claims/Interests within the fifteen (15) business day-period referred to above, the Qualified Marketmaker shall execute and deliver a Joinder in respect of such Company Claims/Interests.

8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any Company Claims/Interests in favor of a bank or broker-dealer holding custody of such Company Claims/Interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

8.07. In connection with any Transfer permitted by this Section 8, each of the transferor and the transferee shall deliver to the Company Parties such information and documentation as reasonably requested by such Company Parties (including as requested by any transfer agent of such Company Parties) in order to validly effectuate such Transfer and/or substantiate compliance with any applicable law, including, without limitation, all applicable securities laws.

Section 9. Representations and Warranties of Consenting Lenders. Each Consenting Lender severally, and not jointly, represents and warrants that the following statements are true and correct, as of the date such Consenting Lender executes and delivers this Agreement or a Joinder, as applicable:

(a) it (i) is the beneficial or record owner (which shall be deemed to include any unsettled trades) of the face amount of the Company Claims/Interests, or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests, reflected in such Consenting Lender’s signature page to this Agreement or a Joinder, as applicable (subject to any Transfer by such Consenting Lender made after the Agreement Effective Date that is described in a notice delivered pursuant to Section 8.01) and (ii) having made reasonable inquiry, is not the beneficial or record owner of any Company Claims/Interests other than those reflected in such Consenting Lender’s signature page to this Agreement or a Joinder, as applicable (subject to any Transfer to such Consenting Lender made after the Agreement Effective Date that is described in a notice delivered pursuant to Section 8.01);

(b) it has the full power and authority to act on behalf of, vote, and consent to matters concerning, such Company Claims/Interests (or, with respect to Company Claims/Interests subject to an agreement to purchase which has not closed as of the date hereof, will have such power and authority upon closing);

(c) such Company Claims/Interests are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such Consenting Lender’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed; and

(d) it has the full power to vote, approve changes to, and transfer all of its Claims and/or Interests referable to it as contemplated by this Agreement subject to applicable law (or, with respect to Company Claims/Interests subject to an agreement to purchase which has not closed as of the date hereof, will have such power upon closing).

Section 10. Mutual Representations, Warranties, and Covenants. Each of the Parties, on a several and not joint basis, represents, warrants, and covenants to each other Party, as of the date such Party executes and delivers this Agreement or a Joinder, as applicable:

(a) it is validly existing and in good standing under the laws of the state or jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(b) except as expressly provided in this Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;

(c) the entry into and performance by it of and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any law or regulation applicable to it or with any of its Organizational Documents;

(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and

(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement or any other Person that have not been disclosed to all Parties to this Agreement.

Section 11. Termination Events.

11.01. Consenting Lender Termination Events. This Agreement may be terminated with respect to all Parties by the Requisite Consenting Lenders upon the delivery to each other Party of a written notice in accordance with Section 13.10 upon the occurrence of the following events:

(a) the breach in any material respect by a Company Party of any of the representations, warranties, covenants, or other obligations or agreements of the Company Parties set forth in this Agreement that remains uncured (if susceptible to cure) for five (5) business days after such terminating Requisite Consenting Lenders transmit a written notice to the Company Parties in accordance with Section 13.10 detailing any such breach;

(b) any of the Milestones is not achieved, except where such Milestone has been waived or extended by each of the applicable Parties; provided, that the right to terminate this Agreement under this Section 11.01(b) shall not be available to the Requisite Consenting Lenders if the failure of such Milestone to be achieved is caused by, or results from, the material breach by Requisite Consenting Lenders of their covenants, agreements, or other obligations under this Agreement; provided, further that, any Milestone that shall not have been achieved solely because of unavailability by the Bankruptcy Court shall be automatically extended to the immediately next day on which the Bankruptcy Court is available;

(c) the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for twenty (20) calendar days after such terminating Requisite Consenting Lenders receive a written notice from the Company Parties in accordance with Section 13.10 hereof detailing any such issuance; provided, that this termination right may not be exercised by any Consenting Lenders that directly sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(d) the happening or existence of any event that shall have made any of the conditions precedent to the consummation of the Restructuring Transactions as set forth in this Agreement or the section of the Restructuring Term Sheet entitled “Conditions Precedent to the Effective Date”, if applicable,

incapable of being satisfied prior to the Outside Date, except where such condition precedent has been waived by the applicable Parties; provided, that the right to terminate this Agreement under this Section 11.01(d) shall not be available to any Consenting Lenders if the happening or existence of such event is directly caused by, or results from, the breach by such Consenting Lenders of its covenants, agreements, or other obligations under this Agreement;

(e) any Company Party, without the consent of the Requisite Consenting Lenders, (i) commences a voluntary case under the Bankruptcy Code other than the Chapter 11 Cases; (ii) consents to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party or a material portion of the property or assets of any Company Party; (iii) seeks any arrangement, adjustment, protection, or relief of its debts other than the Chapter 11 Cases; or (iv) makes any general assignment for the benefit of its creditors;

(f) (i) the commencement of an involuntary case against any Company Party under the Bankruptcy Code that is not dismissed or withdrawn within twenty-five (25) calendar days; or (ii) a court of competent jurisdiction enters a ruling, judgment, or order that appoints, or that authorizes or permits the taking of possession by, a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party, any Interests held by any Company Party, or a material portion of the property or assets of any Company Party;

(g) any Company Party (i) terminates its pursuit of the Restructuring Transactions; (ii) publicly announces, or communicates in writing to any other Party, its intention not to support or pursue the Restructuring Transactions; (iii) provides notice to the Ad Hoc Group’s Advisors that it is exercising its rights pursuant to Section 7.01 and such exercise would reasonably be expected to prevent the consummation of the Restructuring Transactions; or (iv) publicly announces, or communicates in writing to any other Party, that it intends to enter into, or has entered into, definitive documentation with respect to, an Alternative Restructuring;

(h) the Effective Date has not occurred by the Outside Date (as such date may have been extended in accordance with the provisions of this Agreement); provided, however, that the right to terminate this Agreement under this Section 11.01(h) shall not be available to any Consenting Lender if the failure of the Effective Date to have occurred by the Outside Date is directly caused by, or results from, the breach by such Consenting Lender of its covenants, agreements, or other obligations under this Agreement;

(i) the Bankruptcy Court enters an order denying Confirmation of the Plan and such order remains in effect for five (5) business days after entry of such order;

(j) the Bankruptcy Court grants relief that (A) is inconsistent with this Agreement or the Restructuring Term Sheet in any material respect or (B) would, or would reasonably be expected to, frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring Transactions;

(k) the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Requisite Consenting Lenders), (A) converting one or more of the Chapter 11 Cases of a Company Party to a case under Chapter 7 of the Bankruptcy Code, (B) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, (C) dismissing any of the Chapter 11 Cases, (D) approving an Alternative Restructuring Proposal, or (E) rejecting this Agreement;

(l) the Bankruptcy Court enters an order terminating any Company Party’s exclusive right to file and/or solicit acceptances of a plan of reorganization or the Company Parties let such periods/rights lapse;

(m) without the prior written consent of the Requisite Consenting Lenders, any Debtor (A) withdraws the Plan; (B) publicly announces, or communicates in writing to any other Party, its intention to withdraw the Plan or not support the Plan; (C) moves to voluntarily dismiss any of the Chapter 11 Cases; or (D) moves for court authority to sell any material asset or assets without the written consent of the Requisite Consenting Lenders;

(n) any of the Company Parties (A) files any motion seeking to avoid, disallow, subordinate, or recharacterize any Company Claims/Interests, lien, or interest held by any Consenting Lender in any capacity; or (B) shall have supported any application, adversary proceeding, or cause of action referred to in the immediately preceding subsection (A) filed by a third party, or consents to the standing of any such third party to bring such application, adversary proceeding, or cause of action;

(o) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any asset of the Company Parties having an aggregate fair market value in excess of $2,500,000 without the prior written consent of the Requisite Consenting Lenders; provided, however, that any modification of the automatic stay expressly provided by the Financing Order shall not constitute a termination event;

(p) the Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing or limiting, as applicable, any of the Prepetition First Lien Claims or Prepetition Second Lien Claims, or any of the encumbrances that secure (or purport to secure) the Prepetition First Lien Claims or Prepetition Second Lien Claims;

(q) except as set forth in the Restructuring Term Sheet, any Debtor obtains debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangement that is in an amount, on terms and conditions, or otherwise in form and substance, that is/are not acceptable to the Requisite Consenting Lenders;

(r) the Bankruptcy Court enters an order terminating the DIP Documents or Financing Orders, other than at the request of the Consenting Lenders or the DIP Lenders or upon the mutual consent of the Debtors and the Consenting Lenders or the DIP Lenders;

(s) after entry by the Bankruptcy Court of any Financing Order (including any adequate protection order), Disclosure Statement Order, or Confirmation Order, such order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended, in each case, in a manner materially inconsistent with this Agreement without the written consent of the Requisite Consenting Lenders; or

(t) the occurrence of any default or event of default caused by any of the Company Parties under the DIP Documents or Financing Orders, as applicable, that has not been cured or waived (if susceptible to cure or waiver) by the applicable percentage of lenders in accordance with the terms of the DIP Documents or Financing Orders, as applicable.

11.02. Company Party Termination Events. Any Company Party may terminate this Agreement as to all Parties upon prior written notice to all Parties in accordance with Section 13.10 upon the occurrence of any of the following events (unless waived in writing by the Company Parties):

(a) the breach in any material respect by the Consenting Lenders of any of the representations, warranties, covenants or other obligations or agreements of the Consenting Lenders set forth in this Agreement, such that the non-breaching Consenting Lenders own or control less than 66.67% in aggregate principal amount of all outstanding Prepetition First Lien Loans or less than 66.67% in aggregate principal amount of all outstanding Prepetition Second Lien Loans, and such breach remains uncured (if susceptible to cure) for five (5) business days after the Company Parties transmit a written notice to the breaching Consenting Lenders in accordance with Section 13.10 detailing any such breach;

(b) the board of directors, board of managers, or such similar governing body of any Company Party determines in accordance with Section 7.01 hereof, after consulting with outside counsel (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable law, or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal; or

(c) the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for fifteen (15) days after such terminating Company Party transmits a written notice in accordance with Section 13.10 detailing any such issuance; provided, that this termination right shall not apply to or be exercised by any Company Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement.

11.03. Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement between the Company Parties and the Requisite Consenting Lenders.

11.04. Automatic Termination. This Agreement shall terminate with respect to all Parties automatically (a) without any further required action or notice immediately after the occurrence of the Effective Date (other than with respect to the Company Parties’ obligations (or the obligations of their successors in interest) to pay the Transaction Expenses set forth in Section 13.20, which obligations will survive automatic termination), or (b) on the Outside Date.

11.05. Effect of Termination. Upon the occurrence of the Termination Date as to any Party, this Agreement shall be of no further force and effect with respect to such Party and such Party shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims or causes of action; provided, however, that in no event shall any such termination relieve any Party from (i) liability for its breach or non-performance of its obligations under this Agreement prior to the Termination Date or (ii) obligations under this Agreement which by their terms expressly survive termination of this Agreement. Upon the occurrence of the Termination Date and prior to the Confirmation Order being entered by the Bankruptcy Court, any and all consents or ballots tendered by the Parties before the Termination Date shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring Transactions, this Agreement, or otherwise. If this Agreement is terminated in accordance with this Section 11 (other than a termination pursuant to Section 11.03 or Section 11.04(a)), each Consenting Lender shall have an opportunity to change or withdraw (or cause to change or withdraw) its vote to accept the Plan or its consent (regardless of whether any deadline for votes or consents, or for withdrawal thereof, set forth in the Disclosure Statement has passed) and no Company Party shall oppose any attempt by such Consenting Lender to change or withdraw (or cause to change or withdraw) such vote or consent at such time; provided,

that any such Consenting Lender that intends to change or withdraw its vote has not breached and is not otherwise in violation of the terms of this Agreement. Nothing in this Agreement shall be construed as prohibiting a Company Party or any of the Consenting Lenders from contesting whether any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Company Party or the ability of any Company Party to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Consenting Lender, and (b) any right of any Consenting Lender, or the ability of any Consenting Lender, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Company Party or Consenting Lender. No purported termination of this Agreement shall be effective under this Section 11.05 or otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement, except a termination pursuant to Section 11.02(b). Nothing in this Section 11.05 shall restrict any Company Party’s right to terminate this Agreement in accordance with Section 11.02(b).

Section 12. Amendments and Waivers.

12.01. Amendments and Waivers.

(a) This Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 12.

(b) This Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, in a writing (email being sufficient) signed: (i) in the case of a waiver, by the Party against whom the waiver is to be effective (it being understood that the Requisite Consenting Lenders may waive any conditions to the obligations of the Consenting Lenders or any rights of the Consenting Lenders under this Agreement), and (ii) in the case of a modification, amendment, or supplement by the Company Parties and the Requisite Consenting Lenders; provided, that (A) if the proposed modification, amendment, supplement, or waiver will result in a material change from the terms provided in this Agreement, including the Restructuring Term Sheet and other exhibits hereto or thereto, that has a disproportionate and adverse effect on (x) a Consenting First Lien Lender, relative to all other Consenting First Lien Lenders or (y) a Consenting Second Lien Lender, relative to all other of the Consenting Second Lien Lenders, then the consent of such affected Party (solely in their affected capacity) shall also be required to effectuate such modification, amendment, supplement, or waiver, and such affected Party shall be entitled to terminate the Agreement as to itself only for any breach of this provision; and (B) any modification, amendment, or supplement to (1) this Section 12.01(b) shall require the consent of all Parties, (2) the definitions for Requisite Consenting Lender, Requisite Consenting First Lien Lender, or Requisite Consenting Second Lien Lender will require the consent of each affected Consenting Lender, Consenting First Lien Lender, or Consenting Second Lien Lender, as applicable, and (3) Section 5(l) shall require the consent of each Consenting Lender.

(c) In determining whether any consent or approval has been given by the applicable Requisite Consenting Lender, any Company Claims/Interests held by any then-existing Consenting Lender that is in material breach of its covenants, obligations, or representations under this Agreement shall be excluded from such determination, and the Company Claims/Interests, as applicable, held by such Consenting Lender shall be treated as if they were not outstanding.

(d) Any proposed modification, amendment, waiver, or supplement that does not comply with this Section 12 shall be ineffective and void ab initio.

(e) The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy. All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by law.

Section 13. Miscellaneous

13.01. Acknowledgement. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for the acceptance of a chapter 11 plan for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance with all applicable securities laws, provisions of the Bankruptcy Code, and/or other applicable law.

13.02. Exhibits Incorporated by Reference; Conflicts. Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules. In the event of any inconsistency between this Agreement (without reference to the exhibits, annexes, and schedules hereto) and the exhibits, annexes, and schedules hereto, this Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern.

13.03. Further Assurances. Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring Transactions, as applicable.

13.04. Complete Agreement. Except as otherwise explicitly provided herein, this Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto, other than any Confidentiality Agreement.

13.05. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State and County of New York, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in the Bankruptcy Court, and solely in connection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court; and (c) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over any Party hereto.

13.06. TRIAL BY JURY WAIVER. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.07. Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement and any Joinder shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Without limiting the generality of the foregoing, each Party hereby waives any argument, defense or right to contest the validity or enforceability of this Agreement or any Joinder based solely on the lack of paper original copies of such document, including with respect to any signature pages hereto.

13.08. Rules of Construction. This Agreement is the product of negotiations among the Company Parties and the Consenting Lenders, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Company Parties and the Consenting Lenders were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.

13.09. Successors and Assigns; Third Parties. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third party beneficiaries under this Agreement, except that each No Recourse Party (as defined in Section 13.24) shall be a third party beneficiary of Section 13.24, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other Person.

13.10. Notices. All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

PREIT Associates, L.P.

2005 Market Street, Suite 1000

Philadelphia, PA 19103

Attention: Lisa Most and Mario Ventresca

E-mail address: lisa.most@preit.com and mario.ventresca@preit.com

Telephone: +215-875-0700

with copies to:

DLA Piper LLP (US)

444 West Lake Street, Suite 9000

Chicago, IL 60606

Attention: Richard A. Chesley and

                 Oksana Koltko Rosaluk

Facsimile: (312) 236-7516

Emails: richard.chesley@us.dlapiper.com

                 oksana.koltkorosaluk@us.dlapiper.com

(b) if to a Consenting Lender, to the address or e-mail address set forth on such member’s signature page to this Agreement (or on the signature page to a Joinder in the case of any Consenting Lender that becomes a party hereto after the Agreement Effective Date), with copies to:

Paul Hastings LLP

200 Park Avenue

New York, NY 10066

Attention: Kristopher M. Hansen; Jonathan D. Canfield; Allison Miller; Daniel Ginsberg

E-mail address: krishansen@paulhastings.com; joncanfield@paulhastings.com; allisonmiller@paulhastings.com; danielginsberg@paulhastings.com

Any notice given by delivery, mail, or courier shall be effective when received, and any notice delivered or given by electronic mail shall be effective when sent.

13.11. Independent Due Diligence and Decision Making. Each Consenting Lender hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, and financial and other conditions, and prospects of the Company Parties.

13.12. Enforceability of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

13.13. Waiver. If the Restructuring Transactions are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.

13.14. Specific Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

13.15. Several, Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

13.16. Severability and Construction. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable.

13.17. Remedies Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

13.18. Capacities of Consenting Lenders. Each Consenting Lender has entered into this Agreement on account of all Company Claims/Interests that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims/Interests.

13.19. Email Consents. Where a written consent, acceptance, approval, notice, or waiver is required pursuant to or contemplated by this Agreement, pursuant to Section 3.02, Section 6.02, Section 12, or otherwise, including a written approval by the Company Parties or the Requisite Consenting Lenders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the applicable Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

13.20. Transaction Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated and, in each case, if applicable, subject to the terms of the applicable engagement letter or fee reimbursement letter, the Company Parties hereby agree, on a joint and several basis, to pay in cash the Transaction Expenses as follows: (i) all accrued and unpaid Transaction Expenses incurred up to (and including) the Agreement Effective Date for which an invoice (which may be drafted to ensure the maintenance of all applicable legal privileges) has been received by the Company Parties two (2) business days before the Agreement Effective Date shall be paid in full in cash on the Agreement Effective Date; (ii) prior to the Petition Date and after the Agreement Effective Date, all accrued and unpaid Transaction Expenses shall be paid in full in cash by the Company Parties on a regular and continuing basis promptly (but in any event within five (5) business days) and no later than the business day prior to the Petition Date following receipt of reasonably detailed invoices (which may be drafted to ensure the maintenance of all applicable legal privileges); (iii) after the Petition Date (to the extent permitted by order of the Bankruptcy Court) all accrued and unpaid Transaction Expenses shall be paid in full in cash by the Company Parties on a regular and continuing basis promptly (but in any event within five (5) business days) following receipt of reasonably detailed invoices (which may be drafted to ensure the maintenance of all applicable legal privileges); (iv) upon termination of this Agreement, all accrued and unpaid Transaction Expenses incurred up to (and including) the Termination Date shall be paid in full in cash promptly (but in any event within five (5) business days) following receipt of reasonably detailed invoices (which may be drafted to ensure the maintenance of all applicable legal privileges); (v) on the Effective Date, all accrued and unpaid Transaction Expenses incurred up to (and including) the Effective Date, shall be paid in full in cash on the Effective Date, provided the Company Parties receive reasonably detailed invoices (which may be drafted to ensure the maintenance of all applicable legal privileges) by such date, in each case and to the extent applicable, without any requirement for Bankruptcy Court review or further Bankruptcy Court order; and (vi) after the Effective Date, all accrued and unpaid Transaction Expenses incurred in connection with the implementation and consummation of the Restructuring Transactions shall be paid in full in cash by the Company Parties (or their successors in interest, the Reorganized Debtors (as defined in the Restructuring Term Sheet)) on a regular and continuing basis promptly (but in any event within five (5) business days) following receipt of

reasonably detailed invoices (which may be drafted to ensure the maintenance of all applicable legal privileges). The Plan and the Financing Orders shall contain appropriate provisions to give effect to the obligations under this Section 13.20. For the avoidance of doubt, with respect to invoices for Transaction Expenses submitted to the Company Parties by counsel to the Ad Hoc Group of Lenders, such invoices pursuant to this Section 13.20(a) shall provide reasonable supporting detail in summary format (with such redactions as may be necessary to maintain attorney-client privilege), and such invoices shall not be required to provide the Company Parties with attorney time entries.

(b) The terms set forth in this Section 13.20 shall survive termination of this Agreement and shall remain in full force and effect regardless of whether the transactions contemplated by this Agreement are consummated. The Company Parties hereby acknowledge and agree that the Consenting Lenders have expended, and will continue to expend, considerable time, effort, and expense in connection with this Agreement and the negotiation of the Restructuring Transactions, and that this Agreement provides substantial value to, is beneficial to, and is necessary to preserve, the Company Parties, and that the Consenting Lenders have made a substantial contribution to the Company Parties and the Restructuring Transactions. To the extent applicable, subject to the approval of the Bankruptcy Court, the Company Parties shall reimburse or pay (as the case may be) all reasonable and documented Transaction Expenses pursuant to section 1129(a)(4) of the Bankruptcy Code or otherwise. The Company Parties hereby acknowledge and agree that the Transaction Expenses are of the type that should be entitled to treatment as, and the Company Parties shall seek treatment of such Transaction Expenses as, administrative expense claims pursuant to sections 503(b) and 507(a)(2) of the Bankruptcy Code.

13.21. Relationship Among Parties. It is understood and agreed that no Consenting Lender owes any duty of trust or confidence of any kind or form to any other Party as a result of entering into this Agreement, and there are no commitments among or between the Consenting Lenders, in each case except as expressly set forth in this Agreement. In this regard, it is understood and agreed that any Consenting Lender may trade in Company Claims/Interests without the consent of any other Party, subject to applicable securities laws and the terms of this Agreement, including Section 8; provided, however, that no Consenting Lender shall have any responsibility for any such trading to any other Person by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this understanding and agreement. No Consenting Lender shall, nor shall any action taken by a Consenting Lender pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Lender with respect to the obligations under this Agreement nor shall this Agreement create a presumption that the Consenting Lenders are in any way acting in concert or as a group. The decision to commit to enter into the transactions contemplated by this Agreement has been made independently by each Party hereto. The Parties acknowledge that all representations, warranties, covenants, and other agreements made by or on behalf of any Consenting Lender that is (i) a separately managed account of an investment manager signatory hereto (the “Manager”) or (ii) a trading desk or business group of a broker-dealer (as further set forth in the signature page hereto) (the “Designated Group”) are being made only with respect to the assets managed by such Manager or Designated Group on behalf of such Consenting Lender, and shall not apply to (or be deemed to be made in relation to) any assets or interest that (a) may be beneficially owned by such Consenting Lender that are not held through accounts managed by such Manager or (b) are held by any other affiliate, trading desk or business group other than the Designated Group.

13.22. Survival. Notwithstanding (i) any Transfer of any Company Claims/Interests in accordance with this Agreement or (ii) the termination of this Agreement in accordance with its terms, the terms, provisions, agreements, and obligations of the Parties in Section 4.01(d), Section 13 (other than Section 13.03), and any defined terms used in any of the foregoing Sections (solely to the extent used therein), shall survive such termination and shall continue in full force and effect in accordance with the terms hereof. Notwithstanding the termination of this Agreement in accordance with Section 11.05, the Company Parties will comply with their obligations (or the obligations of their successors in interest) to pay the Transaction Expenses set forth in Section 13.20.

13.23. Publicity. The Company Parties shall submit drafts to counsel to the Ad Hoc Group of Lenders of any press releases or other public statement or public disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least two (2) business days prior to making any such disclosure; provided, that if delivery of such document at least two business days in advance of such disclosure is impossible or impracticable under the circumstances, such document shall be delivered as soon as otherwise practicable, and shall afford them a reasonable opportunity under the circumstances to comment on such documents and disclosures and shall incorporate any such reasonable comments in good faith. Except as required by law, no Party or its advisors shall (a) other than as necessary during live court proceedings and in filings in connection with the Chapter 11 Cases, use the name of any Consenting Lender in any public manner (including in any press release) with respect to this Agreement, the Restructuring Transactions, or any of the Definitive Documents, or (b) disclose to any Person, other than advisors to the Company Parties, the principal amount or percentage of any Company Claims/Interests held by any Consenting Lender, in each case, without such Consenting Lender’s prior written consent (it being understood and agreed that each Consenting Lender’s signature page to this Agreement shall be redacted to remove the name of such Consenting Lender and the amount and/or percentage of Company Claims/Interests held by such Consenting Lender); provided, however, that (i) if such disclosure is required by law, the disclosing Party shall afford the relevant Consenting Lender a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Company Claims/Interests held by all of the Consenting Lenders of the same class, collectively. Notwithstanding the provisions in this Section 13.23, (x) any Party may disclose the identities of the other Parties in any action to enforce this Agreement or in any action for damages as a result of any breaches hereof, (y) any Party may disclose, to the extent expressly consented to in writing by a Consenting Lender such Consenting Lender’s identity and individual holdings, and (z) to the extent the Company Parties, acting reasonably and in good faith, determine that disclosure of the Consenting Lenders’ names is necessary to preserve relationships with customers, suppliers, employees, and licensing or regulatory bodies, the Company Parties may disclose the name of any Consenting Lender that was previously disclosed in any of the Company Parties’ press releases, other public statements, or other public disclosures or contained in the Company Parties communications materials as provided to and approved by counsel to the Ad Hoc Group of Lenders.

13.24. No Recourse. This Agreement may only be enforced against the named parties hereto (and then only to the extent of the specific obligations undertaken by such parties in this Agreement). All claims or causes of action (whether in contract, tort, equity, or any other theory) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, may be made only against the Persons that are expressly identified as parties hereto (and then only to the extent of the specific obligations undertaken by such parties herein). No past, present, or future direct or indirect director, manager, officer, employee, incorporator, member, partner, stockholder, equity holder, trustee, affiliate, controlling person, agent, attorney, or other representative of any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto), nor any past, present or future direct or indirect director, manager, officer, employee, incorporator, member, partner, stockholder, equity holder, trustee, affiliate, controlling person, agent, attorney, or other representative of any of the foregoing (other than any of the foregoing that is a Party hereto) (any such Person, a “No Recourse Party”), shall have any liability with respect to this Agreement or with respect to any proceeding (whether in contract, tort, equity, or any other theory that seeks to “pierce the corporate veil” or impose liability of an entity against its owners or affiliates or otherwise) that may arise out of or relate to this Agreement, or the negotiation, execution, or performance of this Agreement.

13.25. Computation of Time. Bankruptcy Rule 9006(a) applies in computing any period of time prescribed or allowed herein.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.

[Signature Pages Follow]

[Signatures Continue on Following Page]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[Signature Page to the Restructuring Support Agreement]

[LENDER SIGNATURES ON FILE WITH THE COMPANY]

[Signature Page to the Restructuring Support Agreement]

EXHIBIT A

Milestones

(i) By no later than 4:00 p.m. (ET) on December 8, 2023, commence solicitation of votes to accept or reject the Plan;

(ii) By no later than 11:59 p.m. (ET) on December 10, 2023, (a) commence the Chapter 11 Cases in the Bankruptcy Court, (b) file a motion to approve the DIP Facility, and (c) file the Disclosure Statement and the Plan with the Bankruptcy Court;

(iii) By no later than 11:59 p.m. (ET) on December 13, 2023, the Bankruptcy Court shall have entered an interim order approving the DIP Facility;

(iv) By no later than 11:59 p.m. (ET) on January 12, 2024, the Bankruptcy Court shall have entered a final order approving the DIP Facility;

(v) By no later than January 30, 2024, the Court shall have held a hearing to approve the Disclosure Statement and confirm the Plan;

(vi) By no later than 11:59 p.m. (ET) on January 31, 2024, the Bankruptcy Court shall have entered an order approving the Disclosure Statement and confirming the Plan; and

(vii) By no later than 11:59 p.m. (ET) on February 15, 2024, the Plan effective date shall have occurred.

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EXHIBIT B

Restructuring Term Sheet

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

RESTRUCTURING TERM SHEET

December 7, 2023

This Restructuring Term Sheet (this “Restructuring Term Sheet”) sets forth certain material terms and conditions of a proposed comprehensive transaction among (x) Pennsylvania Real Estate Investment Trust (“PREIT”) and certain of its direct and indirect subsidiaries listed on Annex A hereto (collectively, the “Company” or the “Debtors”), (y) lenders under the Debtors’ Amended and Restated First Lien Credit Agreement, dated as of December 10, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Prepetition First Lien Credit Agreement”) who collectively hold more than 66.7% of the principal amount of loans thereunder (such loans, the “Prepetition First Lien Loans” and the Claims thereof, the “Prepetition First Lien Claims”) and (z) lenders under the Debtors’ Second Lien Credit Agreement, dated as of December 10, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Prepetition Second Lien Credit Agreement”) who collectively hold more than 66.7% of the principal amount of loans thereunder (such loans, the “Prepetition Second Lien Loans” and the Claims thereof, the “Prepetition Second Lien Claims”), pursuant to which the Debtors shall pursue a reorganization pursuant to a joint pre-packaged plan of reorganization (the “Restructuring”) in accordance with this Restructuring Term Sheet and the Restructuring Support Agreement to which this Restructuring Term Sheet is attached (together with the exhibits, annexes, schedules, and attachments to such agreement, including this Restructuring Term Sheet, each as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Restructuring Support Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Restructuring Support Agreement.

THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR WILL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH AN OFFER, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND/OR OTHER APPLICABLE LAWS.

THIS RESTRUCTURING TERM SHEET DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN.

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ANY BINDING AGREEMENT AND/OR COMMITMENT TO EXTEND CREDIT ON THE TERMS AND CONDITIONS OUTLINED HEREIN SHALL BE SUBJECT TO, AND EXCLUSIVELY EVIDENCED BY, DEFINITIVE LEGAL DOCUMENTATION IN FORM AND SUBSTANCE SATISFACTORY TO THOSE PARTIES AS SET FORTH IN SECTION 3.02 OF THE RESTRUCTURING SUPPORT AGREEMENT. IN ADDITION, THE TERMS AND CONDITIONS CONTAINED HEREIN ARE SUBJECT TO SATISFACTORY COMPLETION OF CREDIT AND UNDERWRITING APPROVAL AND SUCH OTHER TERMS AND CONDITIONS AS MAY BE DETERMINED BY THE COMPANY AND THE REQUISITE CONSENTING LENDERS IN THEIR SOLE DISCRETION.

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Annex A

Debtors

1. Bala Cynwyd Associates, L.P.

2. Moorestown Mall LLC

3. Pennsylvania Real Estate Investment Trust

4. Plymouth Ground Associates LLC

5. Plymouth Ground Associates, LP

6. PR AEKI Plymouth LLC

7. PR AEKI Plymouth, L.P.

8. PR BVM, LLC

9. PR Capital City Limited Partnership

10. PR Capital City LLC

11. PR CC I LLC

12. PR CC II LLC

13. PR CC Limited Partnership

14. PR Cherry Hill Office GP, LLC

15. PR Chestnut Mezzco, LLC

16. PR Cumberland Outparcel LLC

17. PR Exton Limited Partnership

18. PR Exton LLC

19. PR Exton Outparcel GP, LLC

20. PR Exton Outparcel Holdings, LP

21. PR Exton Outparcel Limited Partnership

22. PR Exton Square Property L.P.

23. PR Fin Delaware, LLC

24. PR Gainesville Limited Partnership

25. PR Gainesville LLC

26. PR GV LLC

27. PR GV LP

28. PR Hyattsville LLC

29. PR Jacksonville Limited Partnership

30. PR Jacksonville LLC

31. PR JK LLC

32. PR Magnolia LLC

33. PR Monroe Old Trail Holdings, L.P.

34. PR Monroe Old Trail Holdings, LLC

35. PR Monroe Old Trail Limited Partnership

36. PR Monroe Old Trail, LLC

37. PR Moorestown Anchor-L&T, LLC

38. PR Moorestown Anchor-M LLC

39. PR Moorestown Limited Partnership

40. PR Moorestown LLC

41. PR North Dartmouth LLC

42. PR Plymouth Anchor-M, L.P.

43. PR Plymouth Anchor-M, LLC

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44. PR Plymouth Meeting Associates PC LP

45. PR Plymouth Meeting Limited Partnership

46. PR Plymouth Meeting LLC

47. PR PM PC Associates LLC

48. PR PM PC Associates LP

49. PR Prince George’s Plaza LLC

50. PR Springfield Town Center LLC

51. PR Sunrise Outparcel 2, LLC

52. PR Swedes Square LLC

53. PR TP LLC

54. PR TP LP

55. PR Valley Anchor-M Limited Partnership

56. PR Valley Anchor-M, LLC

57. PR Valley Anchor-S, LLC

58. PR Valley Limited Partnership

59. PR Valley LLC

60. PR Valley Solar LLC

61. PR Valley View Anchor-M, LLC

62. PR Valley View Anchor-M Limited Partnership

63. PR Valley View OP-DSG/CEC, LLC

64. PR Valley View OP-TXRD, LLC

65. PR Walnut Mezzco, LLC

66. PREIT Associates, L.P.

67. PREIT-RUBIN OP, Inc.

68. PREIT-RUBIN, Inc.

69. PREIT Services, LLC

70. XGP LLC

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Annex B

Amended and Restated Compensation, Benefits, and Severance Arrangements

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Annex C

[On file with Company]

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EXHIBIT C

DIP Facility Term Sheet

Pennsylvania Real Estate Investment Trust

DIP Facility Term Sheet

This term sheet (together with all annexes, exhibits and schedules attached hereto, this “DIP Facility Term Sheet”) sets forth certain material terms of the proposed DIP Facility (as defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restructuring Support Agreement, dated as of December 7, 2023 (together with all annexes, exhibits and schedules attached thereto, including the Restructuring Term Sheet (as defined therein) attached thereto, in each case, as amended, supplemented or modified in accordance with its terms, the “Restructuring Support Agreement”), to which this DIP Facility Term Sheet is attached.

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Annex I

Interest and Certain Payments

*         *         *         *

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Annex II

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EXHIBIT D

Exit Facility Term Sheet

Pennsylvania Real Estate Investment Trust¹

Exit Facility Term Sheet

This term sheet (together with all annexes, exhibits and schedules attached hereto, this “Exit Facility Term Sheet”) sets forth certain material terms of the proposed Exit Facility Credit Agreement (as defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restructuring Support Agreement, dated as of December 7, 2023 (together with all annexes, exhibits and schedules attached thereto, in each case, as amended, supplemented or modified in accordance with its terms, the “Restructuring Support Agreement”), to which this Exit Facility Term Sheet is attached.

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EXHIBIT E

Form of Joinder

The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of December [•], 2023 (as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), by and among the Company Parties and the Consenting Lenders party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.

1. Agreement to be Bound. The Joinder Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached hereto as Annex I (as the same has been or may hereafter be amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the provisions hereof). The Joinder Party shall hereafter be deemed to be a “Consenting Lender” and a “Party” for all purposes under the Agreement and with respect to all Company Claims/Interests held such Joinder Party.

2. Representations and Warranties. The Joinder Party hereby makes the representations and warranties of the Parties and Consenting Lenders set forth in the Agreement to each other Party.

3. Notice. The Joinder Party shall deliver an executed copy of this joinder agreement (the “Joinder”) to the counsel to the Parties identified in Section 13.10 of the Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of December 8, 2023 (the “Amendment Effective Date”), is by and between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (“Company”), and Joseph F. Coradino (“Executive”). Company and Executive are sometimes collectively referred to herein as the “Parties.”

BACKGROUND

The Company and Executive are currently parties to that certain Amended and Restated Employment Agreement, dated as of May 12, 2021 (“Employment Agreement”). In accordance with Section 6.13(a) of the Employment Agreement, the Parties wish to amend certain provisions of the Employment Agreement, as provided herein. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and intending to be legally bound hereby, the Parties agree as follows:

1. Section 4.4(a) of the Employment Agreement is deleted in its entirety and replaced with the following:

(a) If (i) Executive’s employment is terminated (within the meaning of Section 4.7 of the Employment Agreement) by Company for any reason other than Cause or the death or disability of Executive, or (ii) Executive’s employment is terminated (within the meaning of Section 4.7 of the Employment Agreement) by Executive on or after January 1, 2025, with Executive having provided written notice of such termination at least ninety (90) days before the termination date and continues to provide services in good faith to effectively effectuate a transition:

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under the Employment Agreement as of the date of such termination.

(2) In addition, subject to subsection (c) below:

(i) the Company shall pay Executive an amount equal to one-and-a-half times the sum of (x) Executive’s Base Salary of $900,000 per annum plus (y) the Target Bonus of 175% of Base Salary. The amount provided under this subsection will be paid as follows: (A) 50% will be paid after the Executive’s termination (within the meaning of Section 4.7 hereof) on the first payroll date following the period in which the unconditional release the Executive must sign and return in accordance with Section 4.4(c) herein becomes irrevocable, and (B) 50% will be paid in 12 equal month installments, commencing six months following Executive’s termination (within the meaning of Section 4.7 hereof).

(ii) the Company shall pay Executive a pro-rated annual bonus for the fiscal year in which such termination occurs, which amount shall be determined by multiplying (A) the Target Bonus, by (B) a fraction, the numerator of which will be the number of days in that year that have transpired prior to such termination, and the denominator of which will be 365. This amount will be paid after the Executive’s termination (within the meaning of Section 4.7 hereof) on the first payroll date following the period in which the unconditional release the Executive must sign and return in accordance with Section 4.4(c) herein becomes irrevocable.

(iii) the Company will pay the applicable premium for COBRA continuation coverage under the Company’s group medical plan for Executive and his covered spouse and dependents (if any) for a period of 18 months, or if less, until Executive is eligible for healthcare coverage under another employer’s group health plan.

(iv) outstanding stock options granted to Executive before, on or after the date hereof shall pro-rata vest and become exercisable based on the total number of days that Executive was employed by the Company during the vesting schedule of each outstanding stock option grant as of the date of termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement. As an example, and for illustrative purposes only, if a stock option grant vests 25% on each anniversary of the grant date and Executive’s termination occurred one year and six months following the date of such option grant, 37.5% of the stock option grant would vest and become exercisable.

(v) then outstanding restricted stock and restricted stock unit awards which are subject to vesting solely based on the passage of time and Executive’s continued employment shall pro-rata vest based on the total number of days that Executive was employed by the Company during the vesting schedule of each restricted stock and restricted stock unit award as of the date of termination.

(vi) with respect to then outstanding restricted stock and restricted stock units that are subject to vesting based upon performance (however measured), those awards will be treated in accordance with the applicable award agreement.

For the avoidance of doubt, if Executive resigns January 1, 2025, or fails to provide the required ninety (90) day advance notice prior to a resignation with a termination date occurring on or after January 1, 2025, Executive will not be eligible for any payments described in Section 4.4(a)(2).

2. Section 4.5 of the Employment Agreement is deleted in its entirety and replaced with the following:

4.5 [RESERVED].

3. Section 4.6 of the Employment Agreement is deleted in its entirety and replaced with the following:

4.6 [RESERVED]

4. Except as expressly provided in this Amendment, the Employment Agreement shall remain in effect in accordance with its terms.

5. This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment on December 8, 2023.

Exhibit 10.3

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of December 8, 2023 (the “Amendment Effective Date”), is by and between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (“Company”), and Mario C. Ventresca, Jr. (“Executive”). Company and Executive are sometimes collectively referred to herein as the “Parties.”

BACKGROUND

The Company and Executive are currently parties to that certain Employment Agreement dated as of January 1, 2020, as amended by that certain Amendment to Employment Agreement dated as of July 28, 2021 (collectively, “Employment Agreement”). In accordance with Section 6.16 of the Employment Agreement, the Parties wish to amend certain provisions of the Employment Agreement, as provided herein. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and intending to be legally bound hereby, the Parties agree as follows:

1. Sections 4.4(a) and 4.4(b) of the Employment Agreement are deleted in their entirety and replaced with the following:

(a) If (i) Executive’s employment is terminated by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated by Executive for Good Reason:

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to one times (A) Executive’s annual Base Salary of $530,000 plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s annual Base Salary of $530,000 (the “Average Bonus”).

(2) Executive shall be entitled to continue, for a period of 12 months, to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period remaining following the expiration of the period, if any, during which Company paid such expense.

(b) Notwithstanding Section 3.8 of the Employment Agreement, in the event of Executive’s termination by the Company without Cause or termination by Executive with Good Reason, all then outstanding restricted shares granted to Executive that are subject to vesting solely based on the passage of time and Executive’s continued employment shall pro rata vest based on the total number of days that Executive was employed by the Company during the vesting schedule of each restricted stock and restricted stock unit award as of the date of termination. Furthermore, in the event of Executive’s termination by the Company without Cause or by Executive with Good Reason, any performance-based restricted stock units and outperformance units granted to Executive, shall vest in accordance with the Company’s applicable Equity Incentive Plans and the Equity Award Programs adopted thereunder.

2. Section 4.5 of the Employment Agreement is deleted in its entirety and replaced with the following:

4.5 Executive must sign and return the release to Company before the lump-sum payment is made to him; provided that, if the release is not timely presented to Executive, the requirement that Executive sign the release shall be waived. If the release is timely presented to Executive, but Executive does not sign and return the release to Company by the end of the applicable consideration period under the federal Age Discrimination in Employment Act (currently, either 21 or 45 calendar days), then Executive shall forfeit the lump-sum payment. If the release is timely signed and returned to Company and not thereafter revoked, such lump-sum payment shall be made to Executive on the first business day on or after the 70th calendar day after such termination, but in any event not later than March 15^th of the year following the year of such termination.

3. Section 4.6 of the Employment Agreement is deleted in its entirety and replaced with the following:

[RESERVED]

4. A new paragraph is added to end of Section 4.9 as follows:

Notwithstanding any other payment schedule provided herein to the contrary, if Executive is identified on the date of his separation from service a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation subject to Code Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A and (ii) at the end of such six (6)-month period, the Company shall make an additional payment to Employee equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them therein.

5. Except as expressly provided in this Amendment, the Employment Agreement shall remain in effect in accordance with its terms.

6. This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment on December 8, 2023.

Exhibit 10.4

Execution Version

FOURTH AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

This FOURTH AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Amendment”) dated as of December 8, 2023 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 party hereto and WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the financial institutions from time to time party thereto as Lenders and the Administrative Agent, are parties to that certain Amended and Restated First Lien Credit Agreement, dated as of December 10, 2020 (as amended by that certain Agency Resignation, Appointment, Acceptance and Waiver Agreement, dated as of April 13, 2021 among Wells Fargo Bank, National Association, as resigning administrative agent, the Administrative Agent, as the successor administrative agent, the Borrower and the lenders party thereto, that certain First Amendment to Amended and Restated First Lien Credit Agreement, dated as of May 12, 2023, that Second Amendment to Amended and Restated First Lien Credit Agreement, dated as of September 27, 2023 and that Third Amendment to Amended and Restated First Lien Credit Agreement, date as of December 4, 2023, and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” as amended by this Amendment, the “Amended Credit Agreement);

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended as set forth below, subject to the terms and conditions specified in this Amendment; and

WHEREAS, the parties hereto are willing to amend the Existing Credit Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement referred to below. Section 1.2 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis.

Section 2. Amendment to Existing Credit Agreement. Effective as of the Fourth Amendment Effective Date (as defined in Section 4 below), Section 8.15(d)(i) of the Existing Credit Agreement is hereby amended to add the following sentence at the end of such section:

“Notwithstanding the foregoing, PR Financing Limited Partnership, a Delaware limited partnership, PR Financing I LLC, a Delaware limited liability company and

PR Financing II LLC, a Delaware limited liability company shall each be automatically released from the Guaranty effective as of December 8, 2023 without any further action.”

Section 3. Release of Security Interest. The Lenders party hereto hereby agree that (i) all security interests in and Liens on any assets of PR Financing Limited Partnership, a Delaware limited partnership, PR Financing I LLC, a Delaware limited liability company and PR Financing II LLC, a Delaware limited liability company, in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Security Documents shall be automatically released upon the release of such Subsidiaries as Guarantors and (ii) the Administrative Agent is hereby directed, at the sole cost and expense of the Borrowers, to execute and deliver such release documents as may be reasonably requested by the Borrower in connection therewith.

Section 4. Conditions to Amendment Effective Date. This Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received counterparts of this Amendment from the Lenders that, at a minimum, collectively represent the Super Majority Lenders, Super Majority Revolving Lenders and the Borrowers.

Section 5. Representations and Warranties of the Credit Parties. Each Borrower party hereto, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders party hereto as follows:

(a) the execution, delivery and performance of this Amendment by such Borrower has been duly authorized by all necessary corporate or other organizational action;

(b) no Default or Event of Default has occurred or is continuing; and

(c) each of the representations and warranties of the Borrower and each other Loan Party contained in Article VII of the Amended Credit Agreement and each other Loan Document are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects) on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of the date hereof, except to such extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects) on and as of such earlier date.

Section 6. Credit Agreement Unaffected; Course of Dealing. Each reference to the Existing Credit Agreement or in any other Loan Document shall hereafter be construed as a reference to the Existing Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Loan Documents shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document. For the avoidance of doubt, the waivers described herein shall each be a one-time waiver, and shall not establish a course of dealing with respect to future amendments, consents or waiver.

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Section 7. Counterparts; Integration; Effectiveness.

(a) This Amendment may be executed in any number of counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Delivery of an executed counterpart via facsimile, portable document format (“PDF”) or electronic mail shall constitute delivery of an original. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in this Amendment or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, upon the request of Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. The parties hereto hereby consent to the use of electronic signatures and records in connection with this Amendment.

(b) This Amendment, together with the Existing Credit Agreement and the other Loan Documents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall be binding upon and inure to the benefit of the Borrower, each other Borrower party hereto, the Administrative Agent, the Issuer, each Lender and their respective successors and assigns.

Section 8. Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. The jurisdiction and waiver of right to trial by jury provisions in Section 12.5 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

Section 9. Severability. If any provision of this Amendment shall be determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain in full force as thought the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.

Section 10. Headings. Section headings are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

[Signature Page to Fourth Amendment to Amended and Restated First Lien Credit Agreement]

[Signature Page to Fourth Amendment to Amended and Restated First Lien Credit Agreement]

(Required Lender Signature Pages on File with the Administrative Agent)

Exhibit 10.5

Execution Version

THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

This THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated as of December 8, 2023 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 party hereto and WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the financial institutions from time to time party thereto as Lenders and the Administrative Agent, are parties to that certain Second Lien Credit Agreement, dated as of December 10, 2020 (as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of February 8, 2021, that certain Agency Resignation, Appointment, Acceptance and Waiver Agreement, dated as of April 13, 2021 among Wells Fargo Bank, National Association, as resigning administrative agent, the Administrative Agent, as the successor administrative agent, the Borrower and the lenders party thereto and that certain Second Amendment to Second Lien Credit Agreement, dated as of May 12, 2023, and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” as amended by this Amendment, the “Amended Credit Agreement);

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended as set forth below, subject to the terms and conditions specified in this Amendment; and

WHEREAS, the parties hereto are willing to amend the Existing Credit Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement referred to below. Section 1.2 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis.

Section 2. Amendment to Existing Credit Agreement. Effective as of the Third Amendment Effective Date (as defined in Section 4 below), Section 8.15(d)(i) of the Existing Credit Agreement is hereby amended to add the following sentence at the end of such section:

“Notwithstanding the foregoing, PR Financing Limited Partnership, a Delaware limited partnership, PR Financing I LLC, a Delaware limited liability company and PR Financing II LLC, a Delaware limited liability company shall each be automatically released from the Guaranty effective as of December 8, 2023 without any further action.”

Section 3. Release of Security Interest. The Lenders party hereto hereby agree that (i) all security interests in and Liens on any assets of PR Financing Limited Partnership, a Delaware limited partnership, PR Financing I LLC, a Delaware limited liability company and PR Financing II LLC, a Delaware limited liability company, in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Security Documents shall be automatically released upon the release of such Subsidiaries as Guarantors and (ii) the Administrative Agent is hereby directed, at the sole cost and expense of the Borrowers, to execute and deliver such release documents as may be reasonably requested by the Borrower in connection therewith.

Section 4. Conditions to Amendment Effective Date. This Amendment shall become effective on the date (the “Third Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received counterparts of this Amendment from the Lenders that, at a minimum, collectively represent the Super Majority Lenders and the Borrowers.

Section 5. Representations and Warranties of the Credit Parties. Each Borrower party hereto, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders party hereto as follows:

(a) the execution, delivery and performance of this Amendment by such Borrower has been duly authorized by all necessary corporate or other organizational action;

(b) no Default or Event of Default has occurred or is continuing; and

(c) each of the representations and warranties of the Borrower and each other Loan Party contained in Article VII of the Amended Credit Agreement and each other Loan Document are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects) on and as of the Third Amendment Effective Date to the same extent as though made on and as of the date hereof, except to such extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects) on and as of such earlier date.

Section 6. Credit Agreement Unaffected; Course of Dealing. Each reference to the Existing Credit Agreement or in any other Loan Document shall hereafter be construed as a reference to the Existing Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Loan Documents shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document. For the avoidance of doubt, the waivers described herein shall each be a one-time waiver, and shall not establish a course of dealing with respect to future amendments, consents or waiver.

Section 7. Counterparts; Integration; Effectiveness.

(a) This Amendment may be executed in any number of counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making

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proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Delivery of an executed counterpart via facsimile, portable document format (“PDF”) or electronic mail shall constitute delivery of an original. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in this Amendment or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, upon the request of Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. The parties hereto hereby consent to the use of electronic signatures and records in connection with this Amendment.

(b) This Amendment, together with the Existing Credit Agreement and the other Loan Documents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall be binding upon and inure to the benefit of the Borrower, each other Borrower party hereto, the Administrative Agent, the Issuer, each Lender and their respective successors and assigns.

Section 8. Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. The jurisdiction and waiver of right to trial by jury provisions in Section 12.5 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

Section 9. Severability. If any provision of this Amendment shall be determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain in full force as thought the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.

Section 10. Headings. Section headings are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

[Signature Page to Third Amendment to Second Lien Credit Agreement]

[Signature Page to Third Amendment to Second Lien Credit Agreement]

(Required Lender Signature Pages on File with the Administrative Agent)

Exhibit 10.6

NEW YORK LIFE INSURANCE COMPANY

51 Madison Avenue

New York, NY 10010

December 8, 2023

PR Cherry Hill STW LLC

Cherry Hill Center, LLC

c/o PREIT

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania 19103

Attn: Andrew Ioannou, EVP, Finance & Acquisitions

Extension of Maturity Date

Dear Andrew:

Reference is made to (i) that certain Promissory Note A-1 dated August 15, 2012, made by PR Cherry Hill STW LLC and Cherry Hill Center, LLC (collectively, “Borrowers”) and payable to New York Life Insurance Company (“Co-Lender A-1”), in the original principal amount of One Hundred Fifty Million Dollars ($150,000,000.00) (“Note A-1”) and (ii) that certain Promissory Note A-2 dated August 15, 2012, made by Borrower and payable to Teachers Insurance and Annuity Association of America (“Co-Lender A-2”; Co-Lender A-1 and Co-Lender A-2 are referred to herein collectively as “Lenders”), in the original principal amount of One Hundred Fifty Million Dollars ($150,000,000.00) (“Note A-2”; Note A-1 and Note A-2, as previously amended through the date hereof, are referred to herein collectively as the “Notes”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Notes.

The current Maturity Date of the Notes is December 8, 2023. Lenders are willing to grant an extension of the Maturity Date to December 15, 2023 (the “Extended Maturity Date”), provided that all other terms and conditions contained within the Notes and other Loan Instruments shall continue to be in full force and effect. On the Extended Maturity Date, Borrowers shall pay to Lenders the entire unpaid principal balance of the Notes, together with all interest then accrued thereon pursuant to the Notes and all other Obligations then unpaid pursuant to the Loan Instruments.

The agreement of Lenders to extend the Maturity Date as provided herein shall not be deemed or construed as a course of dealing, a cure of any existing default under the Loan Instruments or a waiver of any rights and remedies of Lender arising under the Loan Instruments, at law or in equity, all of which rights and remedies are expressly reserved by Lenders. All communications with Lenders or any of their respective agents, employees or representatives remain subject to the terms and conditions of that certain pre-negotiation agreement dated as of April 22, 2020.

PR Cherry Hill STW LLC

Cherry Hill Center, LLC

December 8, 2023

Please acknowledge the Borrowers’ and Guarantor’s acceptance and agreement with the above terms and conditions of this letter by signing below.

Exhibit 99.1

PREIT Takes Steps to Significantly Strengthen Balance Sheet and Solidify Future of Business

Focus on Delivering Exceptional Experiences for Shoppers and Tenants Continues

Enters Restructuring Support Agreement with 100% of PREIT’s First and Second Lien Lenders and

Commences Chapter 11 Proceedings to Implement Prepackaged Plan

PHILADELPHIA, Dec. 11, 2023 – PREIT (OTCQB:PRET), a leading operator of diverse retail and experiential destinations, today announced it is taking steps to execute a comprehensive reorganization to strengthen its balance sheet, reduce its total indebtedness by approximately $880 million and extend its maturity runway. The reorganization plan (the “Prepackaged Plan”) is supported by 100% of PREIT’s First and Second Lien Lenders. To facilitate this process, the Company has received commitments for new money debtor-in-possession (“DIP”) and exit revolver financing in an aggregate amount of approximately $135 million from a diverse group of leading investors, led by Redwood Capital Management, LLC and Nut Tree Capital Management, LP. This funding commitment, together with the unanimous support from the Company’s existing lender group for the Prepackaged Plan, is a testament to the lenders’ confidence in the Company’s forward path and represents a crucial source of capital to support the Company’s financial stability and long-term growth.

The Company’s primary focus remains creating compelling retail and experiential destinations while prioritizing service to its employees, partners, customers and communities. PREIT has a rich history, as detailed in the timeline featured here. Effectuating this Prepackaged Plan will allow PREIT to continue its legacy of being an integral part of its communities as a significant employer that is committed to the transformation of its properties.

“We are pleased to be moving forward with strengthening the Company’s balance sheet and positioning it for long-term success through this Prepackaged Plan. Following the pandemic disruption, PREIT has worked tirelessly to enhance the portfolio, dramatically improve occupancy and diversify its tenancy. However, unusual economic conditions have limited the Company’s options with respect to its debt obligations as meaningful achievements on the operating front were met with inflation and rising interest rates,” said Joseph F. Coradino, Chairman and CEO of PREIT. “Today’s announcement will position a restructured PREIT to execute on strategic initiatives to continue transforming its portfolio for the tenants and communities it serves. We look forward to quickly emerging from this process as a financially stronger company with the resources and support to continue creating diverse, multi-use property experiences throughout our portfolio.”

In order to effectuate the restructuring to make way for a recapitalized PREIT, the Company has filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware to implement its Prepackaged Plan. The filing will ensure that PREIT can continue all business operations without interruption while it obtains necessary approvals of its financial restructuring. In advance of

the filing, the Company executed a Restructuring Support Agreement (“RSA”) with 100% of its First and Second Lien Lenders. In accordance with the RSA, PREIT expects it will be able to emerge from Bankruptcy by early February 2024.

PREIT will pay all vendors, suppliers and employees during the course of the Chapter 11 proceedings and, pursuant to the terms of the Prepackaged Plan, which will be subject to court approval, the prepetition claims of all vendors, suppliers and employees will be unimpaired.

Under the terms of the Prepackaged Plan, a reorganized PREIT would emerge following the court-supervised process with a restructured balance sheet. Terms of the transaction are detailed in filings with the SEC and summarized below:

First Lien Lenders: First Lien Lenders have the option to receive either a cash payment equal to 100% of their claims, or instead convert their claims into term loans under the Exit Facility in an amount equal to 101% of their claims.

Second Lien Lenders: Second Lien Lenders will get their pro rata share of 65% of the new equity interests in reorganized PREIT and, Second Lien Lenders who commit to backstop the Exit Facility will receive 35% of the new equity interests in reorganized PREIT, in each case subject to subject to dilution by a customary management incentive plan.

DIP Facility: The restructuring will be supported financially through a new money DIP Facility, totaling up to $60 million, which will convert into term loans under the Exit Facility in an amount equal to 101% of the DIP facility loans.

Exit Facility: In addition, our lenders have committed to provide revolving loans and term loans under an Exit Facility, consisting of a $75 million new money revolver, if PREIT is expected to have less than $75 million in unrestricted cash upon emergence from the Chapter 11 proceedings, and exit term loans in an amount sufficient to refinance in cash or in kind the DIP facility and the First Lien Loans.

Equity Payment: Existing Preferred and Common Shares of PREIT will be canceled and PREIT will no longer be a publicly traded company. An aggregate $10 million payment, net of costs defined in the Prepackaged Plan and subject to certain conditions, will be provided to holders of the existing Preferred and Common Stock. The payment, if made, will be allocated as follows: 70% for Preferred shareholders and 30% for Common shareholders.

On behalf of the Board of Trustees, Michael DeMarco, Lead Independent Trustee, commented: “In November 2021, the Company engaged PJT Partners to engage in a process to explore all strategic options to maximize shareholder value. PJT robustly marketed the Company’s properties, sought capital infusion and otherwise explored any available options. That process did not result in any options that would allow the Company to refinance or otherwise achieve value that would exceed the aggregate amount of its First and Second Lien Loans. After months of evaluation and review with our financial advisors, the Board has unanimously approved a transaction that we believe to be the alternative that maximizes the value of PREIT for all of our stakeholders. While PREIT continues to

operate in a challenging market, we are pleased to arrive at an agreement with our key creditors that also provides a $10 million payment to Preferred and Common shareholders, if certain conditions are met, who otherwise would receive nothing. Based on the advice from its financial advisors, including that the value of the Company does not exceed the aggregate amount of the existing First Lien and Second Lien Loans, the Board has concluded that the consideration provided to Preferred and Common shareholders is in effect a gift resulting from voluntary agreement with the existing First and Second Lien Lenders to avoid the expense of protracted Chapter 11 proceedings and shall only be available in the event that the Equity Distribution Conditions are satisfied.”

PREIT has filed a number of customary first-day motions with the court to support its operations during the court-supervised process, including the continued payment of employee wages and benefits without interruption. The Company expects to receive court approval for these requests.

Additional information, including court documents and information about the court-supervised process, is available on PREIT’s restructuring website through PREIT’s claims agent, Kroll, here.

DLA Piper LLP (US), Wachtell, Lipton, Rosen & Katz and Dilworth Paxson LLP are serving as legal counsel and PJT Partners LP is serving as financial advisor to PREIT.

Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel and Houlihan Lokey is serving as financial advisor to the ad hoc group of PREIT’s first lien and second lien secured lenders.

About PREIT

PREIT (OTCQB:PRET) is a real estate investment trust that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT’s robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multifamily & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. Additional information is available at www.preit.com or on Twitter, Instagram or LinkedIn.

Forward Looking Statements

This press release contains certain forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” and similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. These forward-looking statements reflect our current expectations and assumptions regarding our business, the economy and other future or current business plans, views about future events, achievements, results, and cost reductions and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. In particular, our business might be materially and adversely affected by:

Additional factors that might cause future events, achievements or results to differ materially from those expressed or implied by our forward-looking statements include those discussed herein and the risks, uncertainties and factors described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023, as filed with the SEC and available on the Company’s website at www.preit.com and http://www.sec.gov.

Any forward-looking statements made by us speak only as of the date on which they are made, and we do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.

Contact:

Heather Crowell

EVP - Investor Relations

Gregory FCA for PREIT

(215) 316-6271

heather@gregoryfca.com

Exhibit 99.2

SOLICITATION VERSION

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

DISCLOSURE STATEMENT RELATING TO THE JOINT PREPACKAGED CHAPTER 11

PLAN OF REORGANIZATION OF PENNSYLVANIA REAL ESTATE INVESTMENT

TRUST AND ITS DEBTOR-AFFILIATES

DLA PIPER LLP (US)

Proposed Counsel to Pennsylvania Real Estate Investment Trust

and Its Debtor-Affiliates

Dated: December 8, 2023

IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT

SOLICITATION OF VOTES TO ACCEPT OR REJECT THE JOINT PREPACKAGED PLAN OF REORGANIZATION OF PENNSYLVANIA REAL ESTATE INVESTMENT TRUST AND ITS DEBTOR-AFFILIATES IS FROM THE HOLDERS OF THE FOLLOWING CLAIMS:

IF YOU ARE IN CLASS 4, YOU ARE RECEIVING THIS DOCUMENT AND THE ACCOMPANYING MATERIALS BECAUSE YOU ARE ENTITLED TO VOTE ON THE PLAN.