SECTION 3. Mutual Representations and Warranties. Each Party hereby, severally and
not jointly, represents and warrants to the other Parties that the following statements are true and correct as of the date hereof:
(a)
such Party has the legal right, power and authority to enter into this Second Amendment;
(b) such Party is duly organized and validly
existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Second Amendment; and
(c) the execution, delivery, performance and observance of this Second Amendment by such Party (i) has been duly authorized by all
necessary action on the part of such Party, does not and will not conflict with, or result in a violation of, any law applicable to it, and does not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to
or make a filing with, any court, governmental or regulatory agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (ii) does not and will not violate, conflict with, or result in the breach
of any provision of its organizational or governance documents and (iii) does not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under,
require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise or other
instrument or arrangement to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Second Amendment or cause the occurrence of a termination event.
SECTION 4. Conditions of Effectiveness. The effectiveness of this Second Amendment is subject to its due execution and delivery by
PREIT and each Amendment Consenting Lender (the date of such execution being referred to herein as the Second Amendment Effective Date).
SECTION 5. Restructuring Support Agreement Provisions. Sections 13.03 (Further Assurances), 13.04 (Complete Agreement),
13.05 (Governing Law; Submission to Jurisdiction; Selection of Forum), 13.06 (Trial by Jury Waiver), 13.07 (Execution of Agreement), 13.09 (Successors and Assigns; Third Parties) and 13.16 (Severability and
Construction) of the Restructuring Support Agreement are incorporated herein by reference, mutatis mutandis, with references to this Agreement therein being deemed references to this Second Amendment.
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