DECLARATION OF TRUST
This Declaration of Trust is made this 19th day of June, 1997 by
Pennsylvania Real Estate Investment Trust, an unincorporated association in
business trust form created in Pennsylvania pursuant to that certain Trust
Agreement dated December 27, 1960 as last amended and restated on December 16,
1987, as grantor of the trust (hereinafter "Grantor") and Pennsylvania Real
Estate Investment Trust, in its capacity as initial trustee (hereinafter the
"NCF Trustee").
The Grantor is the record title owner of the real estate described on
Exhibit A attached hereto and made a part hereof (the "Real Property") and
desires to create an irrevocable trust with the NCF Trustee, as trustee, for
the purpose of collecting, holding, managing and distributing the Net Cash
Flow (as that term is defined hereinafter below in Section 1.01) generated by
the Real Property.
All rights, title and interest with respect to the Real Property,
including without limitation the right to sell, mortgage, lease or otherwise
dispose or encumber any or all of the Real Property shall be and hereby are
reserved exclusively to the Grantor. Nothing contained herein shall be
construed, interpreted, intended or deemed to convey record title to, or the
right to manage and/or operate, all or any portion of the Real Property.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,the
Grantor and Trustee hereby agree as follows:
ARTICLE I
Definitions
Section 1.01. Definitions. For all purposes of this Declaration
of Trust, the capitalized terms set forth below shall have the
following meanings:
"Beneficiary" shall mean the Person or Persons holding one hundred
(100%) percent of the beneficial interest in the Trust at any given time.
"Net Cash Flow" shall mean with respect to any period for which such
calculation is made (a) the sum of the all of the following: (1) all sums
received from tenants, licensees or other occupants of the Real Property, or
any part thereof, related to use and occupancy of space within any of the Real
Property
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("Gross Income"), including without limitation, minimum annual rent;
additional rent; late charges; escalation charges; parking fees and/or other
license fees; payments for common area maintenance, real estate taxes,
insurance, utilities and/or other operating expenses; payment for repairs,
renovations and replacements within tenant spaces or within common areas; sums
paid in lieu of rent such as use and occupancy charges payable by a bankrupt
or its trustees; damages and expenses recovered from defaulting tenants, lease
termination fees or charges paid to Grantor; any insurance proceeds or taking
proceeds to the extent received by Grantor and not applied (or held for
application) to repair or reconstruct all or any part of the Real Property; or
the payment of any debt service due in connection with such Real Property; (2)
the excess, if any, of the net cash proceeds from the sale, exchange,
disposition, financing or refinancing of any or all of the Real Property over
the gain (or loss, as the case may be) recognized from such sale, exchange,
disposition, financing or refinancing during such period; and (3) all other
cash received by Grantor in connection with the ownership, operation or
management of the Real Property; (b) LESS the sum of the following: (1)
expenditures relating to the Real Property ("Expenditures") including
leasing/brokerage commissions, if any, actually paid to licensed real estate
brokers, but only to the extent such commissions do not exceed then prevailing
rates for comparable transactions in comparable buildings in the immediate
area of the subject Real Property; expenditures reasonably required to make
space ready for occupancy by tenants, generally known as "tenant
improvements"; normal and customary building operating expenses, including
without limitation, ad valorem real estate taxes (including escrows deposited
with any mortgagee or lender), insurance premiums, repairs and maintenance,
utilities, reasonable salaries and fringe benefits paid to employees directly
required to operate, maintain and manage any or all of the Real Property, and
reasonable legal and accounting expenses directly related to management and
operation of all or any part of the Real Property; capital and non-capital
expenditures reasonably required for normal operation, repair, replacement and
maintenance of the Real Property, payments of principal or interest on any
debt instruments encumbering any of the Real Property; depreciation or
amortization of leasehold improvements or other capital expenditures;
depreciation of the Real Property; any other non-cash items which are
deductible for tax or normal accounting purposes; and the amount of any
reserves established by the Grantor or the amount of any increases contributed
by Grantor to any then currently existing reserves.
"Person" shall mean a natural person, corporation, limited
partnership, general partnership, joint stock company, joint venture,
association, company, trust, bank trust company, land trust, real estate
investment trust, business trust, limited liability company or other
organization.
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"NCF Trustee or NCF Trustees" shall mean the person or persons
serving from time to time as the trustee or trustees of the Trust and are
referred to collectively as "NCF Trustees" or individually as "NCF Trustee".
"Trust Corpus" shall mean all right, title and interest of the Trust
in and to any property contributed to the Trust by the Grantor or otherwise
acquired by the Trust.
ARTICLE II
Transfer to Initial Trustee
Section 2.01. Initial Transfer.
(a) The Grantor has transferred and does hereby transfer to the
Trustee on the date hereof the Net Cash Flow and may from time to time
transfer additional property to the Trust, it being intended however, that the
Trust Corpus shall not include real estate. The NCF Trustee shall hold the
Trust Corpus in trust for the uses and purposes herein contained.
(b) Powers of and Reservations by Grantor. The Grantor hereby
reserves unto itself and its successors and assigns, the absolute and
exclusive power and authority to manage the Real Property, exercisable without
consent of the NCF Trustee or Beneficiary hereunder, and to do all such acts
and things as in its sole discretion and judgment are necessary or incidental
to or desirable for the ownership, management, and operation of the Real
Property. The Grantor shall have all the specific rights and powers required,
appropriate or desirable to the ownership, operation and management of the
Real Property, which, by way of illustration but not by way of limitation,
shall include the following:
(i) to acquire, construct, operate, maintain, improve,
extend, expand, buy, own, sell, convey, assign, mortgage, pledge, hypothecate
or otherwise encumber, refinance, rent or lease all or any portion of the Real
Property;
(ii) to borrow funds and grant mortgages, liens and security
interests in all or any portion of the Real Property as security therefor;
(iii) to execute warrants of attorney to confess judgments
and to confess judgments in connection with any obligation of Grantor;
(iv) to engage in any kind of activity, and to engage in,
perform and execute and carry out contracts and agreements of any kind
necessary to, in connection with, or incidental to, the ownership, operation
and management of the Real Property;
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(v) to obtain governmental or other approvals, licenses,
permits and authorizations, if any, which may be required for the
construction, maintenance, development, ownership and/or operation of the Real
Property;
(vi) to negotiate with utility companies concerning
contracts or agreement for utility service to the Real Property;
(vii) to establish reasonable reserve funds for any purpose
in connection with such Real Property;
(viii) to expend such funds and to employ agents, attorneys,
brokers, managing agents, contractors, subcontractors, architects and
accountants provided such expenditures and services are necessary or
advisable, in the Grantor's sole discretion, in connection with the ownership,
operation and management of the Real Property and to obtain reimbursement for
such expenditures, costs, fees and expenses from the Real Property and from
the NCF Trustee out of the Trust Corpus;
(ix) to bring, defend, pay, collect, compromise, arbitrate,
engage legal action or otherwise adjust claims or demands of or against the
Real Property;
(x) to purchase and pay for insurance policies insuring the
Real Property against any and all risks and insuring the Grantor and its
officers, trustees, partners, beneficiaries, shareholders, employees or agents
against any and all claims and liabilities of every nature asserted by any
Person arising by any reason of any action alleged to have been taken or
omitted by the Grantor, and its officers, directors, partners, beneficiaries,
trustees, shareholders, employees or agents; and
(xi) to execute, acknowledge and deliver any and all
instruments and/or documents necessary to effectuate the foregoing.
ARTICLE III
Formation of the Trust
Section 3.01. Name. The Trust created hereby shall be known as The NCF Trust.
Section 3.02. Office. The principal office of the Trust shall be care of the NCF
Trustee at 455 Pennsylvania Avenue, Suite 135, Fort Washington, Pennsylvania
19034.
Section 3.03. Term. The Trust shall be in full force and effect until the date
which is twenty-one (21) years from the date of death of the last survivor of
the present Trustees of the Pennsylvania Real Estate Investment Trust, Scott
Richard
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Silberman and Darius James Copland upon which date the Trust shall terminate
and be at an end and of no further force and effect, unless sooner terminated
by a unanimous decision of the Beneficiary of the Trust.
Section 3.04. Continuation of Trust. The death, insolvency, or incompetency of
an individual Beneficiary, the dissolution, merger, or insolvency of any other
Beneficiary which is a corporation, partnership, trust, limited liability
company or partnership or other entity or the transfer of beneficial interest
shall not terminate the Trust or entitle the legal representative of the
Beneficiary, or any transferee, to any accounting or to any legal action
against the Trust Corpus or the NCF Trustee. Upon the death, insolvency, or
incompetency of any individual Beneficiary, the legal representative of such
Beneficiary shall succeed as a Beneficiary and shall be bound by the
provisions of this Trust.
ARTICLE IV
Trustees
Section 4.01. Appointment of Initial Trustee; Number of Trustees.
(a)The Grantor hereby appoints Pennsylvania Real Estate Investment
Trust as the initial NCF Trustee under this instrument to serve as NCF Trustee.
Section 4.02. Resignation and Successors.
(a)The Grantor hereby retains and reserves the right at any time and
from time to time: (1) to remove any NCF Trustee acting hereunder, and (2) to
appoint a successor to any NCF Trustee who for any reason ceases to act as NCF
Trustee.
(b)The NCF Trustee or any successor may resign at any time without
cause by giving at least sixty (60) days prior written notice to the
Beneficiary, and the holders of one hundred (100%) percent of the beneficial
interest may, at any time, remove any NCF Trustee without cause by written
notice to said NCF Trustee, such resignation or removal to be effective upon
the acceptance of appointment by a successor trustee as hereinafter provided.
In the case of the resignation or removal of a NCF Trustee, a successor may be
appointed by written instrument executed by the Beneficiary. If a successor
trustee shall not have been appointed within sixty (60) days after the giving
of such notice by all of the Beneficiaries to the then current NCF Trustee,
said NCF Trustee or the Beneficiary may apply to any court of competent
jurisdiction in the United States to appoint a successor trustee to act until
such time, if any, as a successor trustee shall have been appointed as
provided hereinabove. Any
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successor so appointed by such court shall immediately and without further act
be superseded by any successor appointed as provided above within one year
from the date of the appointment by such court. Any successor, however
appointed, shall execute and deliver to its predecessor trustee an instrument
accepting such appointment, and thereupon such successor without further act
shall become vested with all the estates, properties, rights, powers, duties
and trusts of the predecessor trustee as if originally named NCF Trustee
herein.
Section 4.03. Compensation. Any NCF Trustee hereunder shall not be entitled to
any compensation in connection with the NCF Trustee's performance of its
duties and powers hereunder. However, notwithstanding the foregoing, the
Beneficiary shall pay or reimburse, as appropriate, the NCF Trustee for all
reasonable fees, costs and expenses of the NCF Trustee incurred in connection
with the NCF Trustee's performance of said duties and powers.
Section 4.04. Liability of Trustee. No NCF Trustee when acting in such
capacity shall be personally liable to any third party for any act, omission
or obligation of the Trust. The liability of the NCF Trustee hereunder and the
trustees of Grantor shall be restricted and limited solely to the Trust
Corpus. No trustee, officer, agent or shareholder of the Grantor or
Beneficiary shall be personally liable for any obligations of the Trust.
Section 4.05. Indemnification of NCF Trustee.
(a) The Beneficiary hereunder shall pay (or reimburse the NCF
Trustee) for all fees and expenses of the NCF Trustee hereunder, including
without limitation, the reasonable compensation, expenses and disbursements of
such agents, representatives, accountants and counsel as the NCF Trustee may
employ in connection with the exercise and performance of its duties and
powers under this Declaration of Trust, whether or not the transactions
contemplated hereby or thereby are consummated. The Beneficiary and its
successors and/or assigns hereby agree to assume all liability for, and to
indemnify and hold harmless the NCF Trustee, from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions, suits,
costs, expenses and disbursements (including attorneys' fees and
disbursements) of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the NCF Trustee at any time and which in any
way relate to or arise from or out of the Trust Corpus, the administration of
the Trust Corpus or any action or inaction of the NCF Trustee hereunder. The
liabilities of the Beneficiary hereunder shall be joint and several, in the
event there are more than one Beneficiary hereunder at any time during the
term of the Trust.
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(b) The NCF Trustee shall be entitled to payment from the Net Cash
Flow for any payments, reimbursement and/or indemnification owing to the NCF
Trustee pursuant to the terms of this Declaration of Trust, but only to the
extent such monies are not promptly paid by the Beneficiary or others, and
without releasing said Beneficiary from its respective obligations of payment,
reimbursement and indemnification.
Section 4.06. Exculpation of NCF Trustee. No NCF Trustee shall be personally
liable to the Trust or any Beneficiary for any act or omission except for its
own willful misfeasance, bad faith, gross negligence or reckless disregard of
duty.
Section 4.07. Persons Dealing with the NCF Trustee. Any act of the NCF Trustee
purporting to be done in its capacity as such, shall, as to any Person dealing
with such NCF Trustee, be deemed conclusively within the purposes of this
Trust and the powers of the NCF Trustee.
ARTICLE V
Duties and Powers of the NCF Trustee
Section 5.01. Acceptance of Duties. The NCF Trustee hereby accepts the trusts
hereby created and agrees to perform the same but only upon and to the extent
of the terms of this Declaration of Trust.
Section 5.02. Powers of the NCF Trustee. The NCF Trustee shall have the
absolute and exclusive power and authority to manage the Trust Corpus,
exercisable without consent of the Beneficiary or Grantor, to the same extent
as if the NCF Trustee were the owner of the Trust Corpus and to do all such
acts and things as in its sole discretion and judgment are necessary or
incidental to or desirable for the carrying out the purposes of this Trust.
The concurrence of all the NCF Trustees shall be necessary to the validity of
any action taken by them, provided that (a) if there is only one NCF Trustee
serving, such NCF Trustee may act alone until a co-trustee is appointed, if
ever, in which event the two NCF Trustees must act together, and (b) if, at
any time there are more than two NCF Trustees serving, the concurrence of a
majority of the NCF Trustees shall be necessary to the validity of any action
taken by them. The NCF Trustee shall have all the specific rights and powers
required, appropriate or desirable to collect, manage and distribute the Trust
Corpus and the Net Cash Flow in accordance with the terms of this Declaration
of Trust, which shall include, but not be limited to, the following:
(i) to open separate bank accounts for the Trust with such
bank or banks as the NCF Trustee may from time to time select, in its sole
discretion, and to designate and change signatories on such accounts;
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(ii) to confess a judgment against the Trust or Trust
Corpus;
(iii) to bring, defend, pay, collect, compromise, arbitrate,
engage legal action or otherwise adjust claims or demands of or against the
Trust;
(iv) to incur and pay out any charges or expenses and
disburse any of the Net Cash Flow which are, in the opinion of the NCF Trustee
necessary or incidental to or desirable for the carrying out of any of the
purposes of the Trust;
(v) to receive, collect and deposit monies to be held by the
Trust and which comprise all or a portion of the Net Cash Flow into banks,
trust companies, savings and loan association or other investment institutions
or vehicles, whether or not such deposits will draw interest, and the same
shall be subject to withdrawal on such terms and in such manner and by such
Persons or Person as the NCF Trustee may determine;
(vi) to make any distributions of the Net Cash Flow as
required hereunder in cash or in kind;
(vii) to employ agents, attorneys, and accountants on behalf
of the Trust, provided such services are necessary or advisable in connection
with the collection, management and distribution of the Trust Corpus and the
Net Cash Flow and to pay out from such Net Cash Flow the reasonable
compensation, costs and expenses therefor as the same is determined by the NCF
Trustee in its sole business judgment;
(viii) to purchase and pay for insurance policies insuring
the Trust, Trust Corpus, NCF Trustee and Beneficiary, and their respective
partners, officers, trustees, directors, shareholders, employees and agents
against any and all risks and insuring and against any and all claims and
liabilities of every nature asserted by any Person arising by any reason of
any action alleged to have been taken or omitted by the NCF Trustee or
Beneficiary, and their respective partners, officers, directors, trustees,
shareholders, employees or agents;
(ix) to execute and cause the Beneficiary hereunder to
execute any agreement, document or instrument necessary to confirm, evidence
and effectuate the provisions set forth in Section 11.03 hereof;
(x) to do all other acts and things as are incident to the
foregoing and to exercise all powers which are necessary or useful to carry
out the purpose of the Trust and the provisions of the Declaration of Trust;
and
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(xi) to execute, acknowledge and deliver any and all
instruments and/or documents necessary to effectuate the foregoing.
ARTICLE VI
Transfer of Beneficial Interest
Section 6.01. Beneficial Interest. The initial sole beneficiary of the Trust
shall hold one hundred percent (100%) of the beneficial interest in the Trust
("Beneficial Interest") as set forth in the Schedule of Beneficiaries.
Section 6.02. Transfers. All or any portion of the beneficial interest of any
Beneficiary may be assigned or transferred without the prior written consent
of any other Beneficiary. Upon the occurrence of an assignment or transfer of
all of a Beneficiary's interest in the Trust, the Beneficiary shall be
released from any and all liability or obligations hereunder arising out of or
caused by any event occurring after the effective date of such transfer.
Section 6.03. Procedures for Transfer. Any assignee shall become a Beneficiary
upon the assignor and the assignee executing and delivering such instruments
as any other Beneficiary and the NCF Trustee may reasonably deem necessary or
desirable in order to effectuate the assignment, and which shall include,
without limitation, a written acceptance and adoption of the terms and
provisions of this Trust together with an assumption or all reimbursement and
indemnification obligations of the Trust by the assignee and delivery to the
NCF Trustee of an Assignment of Beneficial Interest fully executed and
acknowledged by the assignor and assignee.
Section 6.04. Allocation of Beneficial Interests. The Beneficiary may, from
time to time, elect to allocate among themselves differing pro rata percentage
interests (from 0% to 100%) in the Trust Corpus and the NCF Trustee shall take
such actions and execute such documents as the Beneficiary shall direct to
reflect such allocation, including without limitation an Amended Schedule of
Beneficiaries, executed by the NCF Trustee and all of the then current
Beneficiary.
Section 6.05. Legal Ownership of the Trust Corpus. The legal
title to and ownership of the Trust Corpus is vested exclusively
in the NCF Trustee.
Section 6.06. Nature of Beneficial Interest. The Beneficial Interest shall be
personal property and shall confer upon the Beneficiary only the interest and
rights specifically set forth in this Declaration of Trust and as provided by
applicable law.
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Section 6.07. Evidence of Interest. The Beneficial Interest shall be evidenced
solely by reference thereto in this Declaration of Trust and as set forth in
the Schedule of Beneficiaries and not by certificate or otherwise.
ARTICLE VII
Termination of Trust
Section 7.01. Termination in General.
(a) This Declaration of Trust shall remain in existence, except as
otherwise provided for in Section 3.03 hereof.
Section 7.02. Evidence of Termination. After termination of the Trust and
distribution of the Trust Corpus and Net Cash Flow, the NCF Trustee shall
execute, acknowledge and record (if this Declaration of Trust has been
recorded) an instrument evidencing such termination and shall file a copy of
such instrument with the records of the Trust. Upon completion of the
foregoing, the NCF Trustee shall thereupon be discharged from all further
liabilities and duties hereunder and the rights and interests of the
Beneficiary hereunder shall thereupon cease.
ARTICLE VIII
Accounting and Fiscal Matters
Section 8.01. Fiscal Year. The fiscal year of the Trust shall
end on each August 31.
Section 8.02. Method of Accounting. The NCF Trustee shall utilize the cash
method of accounting for the Trust and shall keep, or cause to be kept, full
and accurate records of all transactions of the Trust and/or involving the
Trust Corpus and Net Cash Flow in accordance with generally accepted
accounting principles consistently applied.
Section 8.03. Financial Books and Records. All books of account shall, at all
times, be maintained at the principal office of the Trust or at such other
location as specified by the NCF Trustee and notice of same shall be given to
the Beneficiary hereunder. All determinations by the NCF Trustee with respect
to the treatment of any portion of the Net Cash Flow or its respective
allocation for federal, state or local tax purposes shall be binding upon the
Beneficiary. Any Beneficiary shall have the right upon reasonable advanced
notice to the NCF Trustee, during normal business hours and at its own cost
and expense to have its accountants and/or representatives examine and/or
audit the books and records of the Trust and the NCF Trustee shall make such
books and record available for same.
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Section 8.04. Accounting to the Beneficiaries. Within 90 days of (i) the end
of the Fiscal Year, (ii) the distribution of any of the Net Cash Flow in
accordance with Article IX hereof, or (iii) the date of receipt by the NCF
Trustee of a written request by any Beneficiary for an accounting, the NCF
Trustee shall provide to all the then current Beneficiaries a detailed written
accounting of all transactions, distributions and other activity involving the
Net Cash Flow as of (a) the end of the Fiscal Year, (b) the date of such
distribution, or (c) the date such written request is received by the NCF
Trustee, as the case may be.
ARTICLE IX
Distributions
Section 9.01. Distributions of Net Cash Flow . The NCF Trustee shall
distribute to the Beneficiary or Beneficiaries in accordance with their
respective Beneficial Interest hereunder on a quarterly basis commencing on
the first day of October, 1997 or as required or permitted by applicable law,
all of the Net Cash Flow as is then being held in trust by the NCF Trustee
hereunder.
ARTICLE X
Amendment
Section 10.01. Amendment. This Declaration of Trust may be amended in any
particular, by consent of the holders of one hundred (100%) percent of
Beneficial Interest hereunder. Such amendment shall be in writing and executed
by all such holders and the NCF Trustee hereunder.
ARTICLE XI
No Conflict with Mortgagees/Joinder in Documents
Section 11.01. No Conflict with Mortgagees. Notwithstanding anything to the
contrary contained herein, none of the terms and provision, duties or powers
shall be deemed to be in derogation of or in conflict with the rights of any
mortgage holder under any mortgage, deed of trust or like instrument effecting
a lien on any of the Real Property, Trust Corpus or Net Cash Flow, now or
hereinafter encumbering any of the Real Property, the Trust Corpus or Net Cash
Flow. This Section 11.01 shall further confirm that the Grantor hereunder is
possessed of all the right, power and authority to grant and/or create any
mortgage, lien or other encumbrance upon such Real Property.
Section 11.02. Subordination of Financing. All of the NCF Trustee's and
Beneficiary's right, title and interest in the Trust Corpus, Net Cash Flow and
the Trust itself, is subject and subordinate in all respects to any mortgage,
deed of trust,
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installment sale agreement, sale-leaseback or other like documents utilized to
secure any financing or refinancing of the Real Property (collectively the
"Security Documents") now or hereafter existing, and any and all extensions,
replacements, amendments and modifications thereto, and any and all present
and future advances thereunder under any such Security Documents and the NCF
Trustee and the Beneficiary hereby agree to the subordination this Trust, the
Trust Corpus and the Net Cash Flow to any such mortgage, deed or trust or
other such encumbrance required in connection with such financing or
refinancing.
Section 11.03. Joinder by NCF Trustee and Beneficiary. Upon the written
request of Grantor, the NCF Trustee and the then current Beneficiary shall
join in the execution of any agreement, document or instrument (including, but
not limited to any note, mortgage, deed, lease or like document involving the
Real Property), necessary to confirm, evidence and effectuate the following:
(a) the Grantor holds record, legal and equitable
title to all or any portion of the Real Property, and
(b) the Grantor has the right, power and authority to
acquire, construct, maintain, operate, manage, improve, extend, expand, own,
sell, grant, convey, assign, mortgage, pledge, hypothecate or otherwise
encumber, finance, refinance, rent, lease or dispose of all or any portion of
the Real Property.
ARTICLE XII
Miscellaneous
Section 12.01. No legal title to Trust Corpus or Net Cash Flow in the
Beneficiary. The Beneficiary shall not have legal title to any part of the
Trust Corpus or the Net Cash Flow. Except as expressly set forth herein, the
Beneficiary shall not be liable for any liabilities or obligations of the
Trust or NCF Trustee or for the performance of terms and the provisions of
this Declaration of Trust.
Section 12.02. Unanimous Consent of Beneficiary. Except as otherwise expressly
provided herein, any and all actions or consents of the Beneficiary referred
to in this Declaration of Trust shall require the unanimous written consent of
the then current holders of one hundred percent (100%) of the Beneficial
Interests hereunder.
Section 12.03. Separate Counterparts. This Declaration of Trust may executed
by the parties hereto in separate counterparts, each of which when so
executed, acknowledged and delivered shall be an original, but all such
counterparts together shall constitute but one and the same instrument.
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Section 12.04. Severability. Any provision of this Declaration of Trust which
is prohibited or unenforceable in any jurisdiction shall, as such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provisions in any other jurisdiction.
Section 12.05. Successors and Assigns. All covenants and agreements contained
herein shall be binding upon and inure to the benefit of the NCF Trustee and
its successors and assigns and the Beneficiary and their respective successors
and assigns, all as herein provided. Any request, notice, direction, consent,
waiver or other writing or action by any of the Beneficiary shall bind each of
their successors and assigns.
Section 12.07. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.
Section 12.08. Governing Law. This Declaration of Trust shall be governed by,
and construed in accordance with, the laws of the Commonwealth of Pennsylvania
without reference to conflict of laws principles.
Section 12.09. Gender, etc. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number singular or plural, any other gender, masculine, feminine or neuter, as
the context requires.
ARTICLE XIII
Irrevocability
Section 13.01. Irrevocability. This Declaration of Trust shall be irrevocable.
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IN WITNESS WHEREOF, the parties hereto have executed and sealed this
Declaration of Trust the date first above written.
This Declaration is executed by or on behalf of the Trustees of the
Pennsylvania Real Estate Investment Trust, an unincorporated association in
business trust form created in Pennsylvania pursuant to a Trust Agreement
dated December 27, 1960, as last amended and restated on December 18, 1987 and
shall not constitute the personal obligation of the Trustees either jointly or
severally in their individual capacities.
GRANTOR: Pennsylvania Real Estate Investment Trust
By: /s/ Sylvan M. Cohen
---------------------------------
Trustee
By: /s/ Jonathan B. Weller
---------------------------------
Trustee
NCF TRUSTEE: Pennsylvania Real Estate Investment Trust
By: /s/ Sylvan M. Cohen
--------------------------------
Trustee
By: /s/ Jonathan B. Weller
--------------------------------
Trustee
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COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
On this 19th day of June, 1997, before me, a Notary Public in and for
the Commonwealth of Pennsylvania, the undersigned officer, personally appeared
Sylvan M. Cohen, who acknowledged himself to be a Trustee of the Pennsylvania
Real Estate Investment Trust, known to me (or satisfactorily proven) to be the
person whose name is subscribed to the within instrument and acknowledged that
he executed the same on behalf of said Trust for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Honor B. Mahoney
-----------------------------
Notary Public
My Commission Expires: 9/17/98
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
On this 19th day of June, 1997, before me, a Notary Public in and for
the Commonwealth of Pennsylvania, the undersigned officer, personally appeared
Jonathan B. Weller, who acknowledged himself to be a Trustee of the
Pennsylvania Real Estate Investment Trust, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same on behalf of said Trust for the
purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Honor B. Mahoney
------------------------------
Notary Public
My Commission Expires: 9/17/98
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