Common use of Termination of Designation as Unencumbered Pool Property Clause in Contracts

Termination of Designation as Unencumbered Pool Property. A Real Property Asset shall cease to be an Unencumbered Pool Property if it shall cease to be an Eligible Property; provided, however, with respect to any -------- Real Property Asset accepted as an Unencumbered Pool Property even though at the time of such acceptance such Real Property Asset did not meet all of the requirements of an Eligible Property (a "Non-Conforming Property"), such Real Property Asset shall cease to be an Unencumbered Pool Property if it shall cease to satisfy those requirements of an Eligible Property that it did satisfy at the time of its acceptance as an Unencumbered Pool Property. Subject to Section 4.4, from time to time the Borrower may request, upon not less than 30 days prior written notice to the Administrative Agent and the Lenders, that an Unencumbered Pool Property cease to be an Unencumbered Pool Property. The Administrative Agent shall grant such request if all of the following conditions are satisfied: (a) no Default or Event of Default shall have occurred and be continuing both at the time of such request and immediately after giving effect to such request; and (b) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined, that the Borrower will remain in compliance with Section 10.1 hereof after giving effect to such request and any prepayment to be made and/or the acceptance of any Real Property Asset as an additional or replacement Unencumbered Pool Property to be given concurrently with such request.

Termination of Designation as Unencumbered Pool Property. A Real Property Asset shall cease to be an Unencumbered Pool Property if it shall cease to be an Eligible Property; provided, however, with respect to any -------- Real Property Asset accepted included as an Unencumbered Pool Property even though at the time for purposes of this Agreement if (i) such acceptance such Real Property Asset did not meet all of ceases to satisfy the requirements of an the definition of the term “Eligible Property Property” applicable to it (a "Non-Conforming Property"with the termination effective immediately), (ii) the Company requests that such Real Property Asset shall cease to be removed as an Unencumbered Pool Property if it shall cease to satisfy those requirements of an Eligible Property that it did satisfy at the time of its acceptance as an Unencumbered Pool Property. Subject to Section 4.4, from time to time the Borrower may request, upon not less than 30 days prior by delivering (A) a written notice request to the Administrative Agent Purchasers, which such request shall contain a certification that the representations and warranties made or deemed made by the Parent, the Company and Excel Guarantors in this Agreement and the Lenders, that an Unencumbered Pool Property cease to Excel Guaranty shall be an Unencumbered Pool Property. The Administrative Agent shall grant such request if true and correct in all of the following conditions are satisfied: (a) no Default or Event of Default shall have occurred and be continuing both at the time of such request material respects on and immediately after giving effect to such request; and removal with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (b) the Borrower in which case such representations and warranties shall have delivered to the Administrative Agent a Compliance Certificate demonstrating been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under this Agreement, and (B) a pro forma basis, and the Administrative Agent shall have determined, that the Borrower will remain in certificate demonstrating compliance with the covenants set forth in Section 10.1 hereof 10.6. after giving effect to such request and any prepayment to be made and/or the acceptance of any Real removal, or (iii) such Property Asset is not identified as an additional or replacement Unencumbered Pool Property in an Unencumbered Asset Certificate subsequently submitted pursuant to this Agreement which demonstrates compliance with all applicable covenants and conditions (with the termination effective as of the date of receipt by the Purchasers of such Unencumbered Asset Certificate). The removal of a Property pursuant to the immediately preceding clause (ii) shall be given concurrently effective 10 days after the Purchaser’s receipt of the deliveries set forth in such clause. Notwithstanding the foregoing, no Property will be terminated as an Unencumbered Pool Property if (i) a Default or Event of Default exists or (ii) a Default or Event of Default would exist immediately after such Property is terminated as an Unencumbered Pool Property. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] If you are in agreement with such requestthe foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By: Excel Trust, Inc., its sole general partner By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial Officer By /s/ S. ▇▇▇▇ ▇▇▇▇▇▇▇ S. ▇▇▇▇ ▇▇▇▇▇▇▇ Senior Vice President and General Counsel This Agreement is hereby accepted and agreed to as of the date hereof.

Termination of Designation as Unencumbered Pool Property. A Real Property Asset shall cease to be an Unencumbered Pool Property if it shall cease to be an Eligible Property; provided, however, with respect to any -------- Real Property Asset accepted included as an Unencumbered Pool Property even though at the time for purposes of this Agreement if (i) such acceptance such Real Property Asset did not meet all of ceases to satisfy the requirements of an the definition of the term “Eligible Property Property” applicable to it (a "Non-Conforming Property"with the termination effective immediately), (ii) the Borrower requests that such Real Property Asset shall cease to be removed as an Unencumbered Pool Property if it shall cease to satisfy those requirements of an Eligible Property that it did satisfy at the time of its acceptance as an Unencumbered Pool Property. Subject to Section 4.4, from time to time the Borrower may request, upon not less than 30 days prior by delivering (A) a written notice request to the Administrative Agent and the LendersAgent, that an Unencumbered Pool Property cease to be an Unencumbered Pool Property. The Administrative Agent shall grant which such request if shall contain a certification that the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all of the following conditions are satisfied: (a) no Default or Event of Default shall have occurred and be continuing both at the time of such request material respects on and immediately after giving effect to such request; and removal with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (b) the Borrower in which case such representations and warranties shall have delivered to been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Administrative Agent Loan Documents, and (B) a pro forma Compliance Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined, that the Borrower will remain in compliance with the covenants set forth in Section 10.1 hereof 10.1. after giving effect to such request and any prepayment to be made and/or the acceptance of any Real removal, or (iii) such Property Asset is not identified as an additional or replacement Unencumbered Pool Property in an Unencumbered Asset Certificate subsequently submitted pursuant to this Agreement (with the termination effective as of the date of receipt by the Administrative Agent of such Unencumbered Asset Certificate). The removal of a Property pursuant to the immediately preceding clause (ii) shall be given concurrently with effective 10 days after the Administrative Agent’s receipt of the deliveries set forth in such requestclause. Notwithstanding the foregoing, no Property will be terminated as an Unencumbered Pool Property if (i) a Default or Event of Default exists or (ii) a Default or Event of Default would exist immediately after such Property is terminated as an Unencumbered Pool Property.

Termination of Designation as Unencumbered Pool Property. A Real Property Asset shall cease to be an Unencumbered Pool Property if it shall cease to be an Eligible Property; provided, however, with respect to any -------- Real Property Asset accepted as an Unencumbered Pool Property even though at the time of such acceptance such Real Property Asset did not meet all of the requirements of an Eligible Property (a "Non-Conforming Property"), such Real Property Asset shall cease to be an Unencumbered Pool Property if it shall cease to satisfy those requirements of an Eligible Property that it did satisfy at the time of its acceptance as an Unencumbered Pool Property. Subject to Section 4.4, from From time to time the Borrower may request, upon not less than 30 days ten (10) days' prior written notice to the Administrative Agent and the Lenders(which shall promptly send a copy thereof to each other Lender), that an Unencumbered Pool Property cease to be an Unencumbered Pool Property. The Administrative designated as such, which termination of designation ("Termination of Designation") shall be consented to by Agent shall grant such request if all of the following conditions are satisfiedsatisfied as of the date of such Termination of Designation: (a) no 3.2.1 No Unmatured Event of Default or Event of Default shall have has occurred and be continuing both at the time of such request and immediately after giving effect to such requestis continuing; and (b) the 3.2.2 Borrower shall have delivered to the Administrative Agent a Compliance an Unencumbered Pool Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined, that that (a) the Borrower outstanding principal balance of the Loans will remain in compliance with Section 10.1 hereof not exceed the Loan Availability after giving effect to such request Termination of Designation and any prepayment to be made and/or the acceptance of any Real Property Asset as an additional or replacement Unencumbered Pool Property to be given concurrently with such request.Termination of Designation; and (b) such Termination of Designation will not cause Borrower to be in breach of any of the covenants set forth in Article IX (for tests based on quarterly results, determined as if such Property had ceased to be an Unencumbered Pool Property, and if any Property concurrently being accepted as Unencumbered Pool Properties, had become an Unencumbered Pool Property, effective as of the first day of the Fiscal Quarter then most recently ended). The provisions of this Section 3.2 shall not affect the operation of the definition of "Unencumbered Pool Properties" with respect to Properties that cease to qualify as Unencumbered Pool Properties thereunder. 44 52 ARTICLE IV ---------- CONDITIONS TO LOANS -------------------