Common use of Applicable Margins Clause in Contracts

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ 50% 3.25% 2.25%

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificatecertificate and provided further that if any such compliance certificate has not been delivered by the date required under Section 6.1(iv) and remains undelivered for five (5) business days after written notice thereof from the Administrative Agent, the Applicable Margins shall accrue as if the Leverage Ratio were in excess of 55% until such delivery occurs. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Floor Base Rate to determine the Floating Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ > 55% but < 60% 2.65 % 0 > 50% 3.25but < 55% 2.25%2.40 % 0 > 45% but < 50% 2.15 % 0 > 40% but < 45% 1.90 % 0 < 40% 1.65 % 0

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v6.1(e) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. If Borrower shall fail to deliver to the Administrative Agent any such compliance certificate by the date required under Section 6.1(v), the highest Applicable Margins set forth below shall apply until such compliance certificate has been delivered. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ 50% 3.25% 2.25%:

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage RatioCollateral Pool Implied DSCR. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v6.1(iv) with respect to the performance of the Collateral Assets for the preceding fiscal quarter of Borrowercalendar month, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Floor Base Rate to determine the Floating Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ 50< 1.25 to 1 3.50% 3.25% 2.25%0

Applicable Margins. The Prior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificatecertificate and provided further that if any such compliance certificate has not been delivered by the date required under Section 6.1(iv) and remains undelivered for five (5) business days after written notice thereof from the Administrative Agent, the Applicable Margins shall accrue as if the Leverage Ratio were in excess of 55% until such delivery occurs. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Leverage Based Pricing Grid”) shall be determined as follows: > 55% but £ 60% 2.05 % 1.05 % > 50% but £ 55% 1.95 % 0.95 % > 45% but £ 50% 1.85 % 0.85 % > 40% but £ 45% 1.65 % 0.65 % £ 40% 1.50 % 0.50 % > 55% but £ 60% 2.30 % 1.30 % > 50% but £ 55% 2.20 % 1.20 % > 45% but £ 50% 2.10 % 1.10 % > 40% but £ 45% 1.90 % 0.90 % £ 40% 1.75 % 0.75 % On and at all times after the Investment Grade Rating Date, at the one-time irrevocable election of the Borrower, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined. The change from the Leverage Based Pricing Grid above to the Rating Based Pricing Grid below shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that it has achieved such Investment Grade Ratings. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage (the “Ratings Based Pricing Grid”) shall be determined as follows: ≤ 50At least A- or A3 0.95 % 3.250.00 % 2.25%0.10 % 1.05 % At least BBB+ or Baa1 1.00 % 0.05 % 0.15 % 1.15 % At least BBB or Baa2 1.10 % 0.10 % 0.20 % 1.30 % At least BBB- or Baa3 1.30 % 0.30 % 0.25 % 1.55 % Below BBB- and Baa3 1.70 % 0.75 % 0.30 % 2.00 % At least A- or A3 0.95 % 0.00 % At least BBB+ or Baa1 1.05 % 0.05 % At least BBB or Baa2 1.20 % 0.20 % At least BBB- or Baa3 1.50 % 0.50 % Below BBB- and Baa3 1.95 % 0.90 % At least A- or A3 1.20 % 0.20 % At least BBB+ or Baa1 1.30 % 0.30 % At least BBB or Baa2 1.45 % 0.45 % At least BBB- or Baa3 1.75 % 0.75 % Below BBB- and Baa3 2.20 % 1.20 % During any period for which the rating agencies assign Credit Ratings which correspond to three different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the average of the two highest Credit Ratings, if the Credit Ratings differ by two or more levels (unless the average of such two highest Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level corresponding to the second highest Credit Rating). During any period for which the rating agencies assign Credit Ratings which correspond to two different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the median of the two Credit Ratings, if the Credit Ratings differ by two or more levels (unless the median of such two Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level which is one (1) level below the level corresponding to the higher of such Credit Ratings). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margin shall be determined based on such Credit Rating so long as such Credit Rating is from either S&P or ▇▇▇▇▇’▇, and otherwise at the “Below BBB- and Baa3” level.

Applicable Margins. The Prior to the date that Borrower obtains an Investment Grade Rating from at least two (2) of ▇▇▇▇▇’▇, Fitch and S&P, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. In the event any such compliance certificate is not delivered by Borrower when due under Section 6.1(v) the Administrative Agent shall have the right, if so directed by the Required Lenders, to increase the Applicable Margins to the next higher level until such compliance certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Leverage Based Pricing Grid”) shall be determined as follows: ≤ 50% 3.25% 2.25%:

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and Advance, the then-current Leverage RatioRatio and whether or not the Unencumbered Trigger Date has occurred. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ 50% 3.25% 2.25%:

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate Compliance Certificate pursuant to Section 6.1(v7.1(d) with respect to the preceding fiscal quarter of the Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees fronting fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate Compliance Certificate shall later be determined to be incorrect as a result of any fraud or intentional misrepresentation on the part of the Borrower and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate Compliance Certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date within five (5) Business Days following delivery to the Borrower of such invoice. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ 50% 3.25% 2.25%The initial Applicable Margin shall be at Pricing Level [3]. The Applicable Margin shall not be adjusted based upon the Leverage Ratio, if at all, until the first day of the first month following the delivery by the Borrower to the Administrative Agent of the Compliance Certificate after the end of a fiscal quarter. In the event that the Borrower shall fail to deliver to the Administrative Agent a quarterly Compliance Certificate on or before the date required by Section 7.1(d), then, without limiting any other rights of the Administrative Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first day of the first month following receipt of such Compliance Certificate.

Applicable Margins. The Prior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Class and Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin Margins shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate Compliance Certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not in good faith object to the information provided in such certificate. In the event any such Compliance Certificate is not delivered by Borrower when due under Section 6.1(v) the Administrative Agent shall have the right, if so directed by the Required Class Lenders for such Class of Advance, to increase the Applicable Margins to the next higher level until such Compliance Certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable MarginMargins. If any such compliance certificate Compliance Certificate shall later be determined to be incorrect and as a result a higher Applicable Margin Margins should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate Compliance Certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoiceinvoice or on demand of the Administrative Agent if the Aggregate Commitments have terminated. The per annum Applicable Margins that thatfor (i) Floating Rate Advances will be either added to the Alternate Base Rate to determine the Floating Rate or or, and (ii) SOFR Advances will be added to LIBOR Base Rate (as adjusted RateAdjusted Daily Simple SOFR or Adjusted Term SOFR for any Reserve Requirement) Interest Period, as applicable, to determine the LIBOR Rate for any LIBOR LIBORinterest rate applicable to Daily Simple SOFR Advances or Term SOFR Advances for such Interest Period Period, as the case may be, shall be determined as follows: ≤ Leverage Ratio Applicable Margin for SOFR Tranche A Term Loan Advances Applicable Margin for SOFR Tranche B Term Loan Advances Applicable Margin for Floating Rate Tranche A Term Loan Advances Applicable Margin for Floating Rate Tranche B Term Loan Advances <35% 1.20 % 1.20 % 0.20 % 0.20 % ≥35%, <40% 1.20 % 1.20 % 0.20 % 0.20 % ≥40%, <45% 1.25 % 1.25 % 0.25 % 0.25 % ≥45%, <50% 3.251.35 % 2.251.35 % 0.35 % 0.35 % ≥50%, <55% 1.50 % 1.50 % 0.50 % 0.50 % ≥55% 1.70 % 1.70 % 0.70 % 0.70 % On, and at all times after, the Investment Grade Rating Date, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Class and Type of Advance and the then-current Credit Ratings of Borrower. Any subsequent change in any of the Borrower’s Credit Ratings (including, without limitation, due to the Borrower ceasing to have an applicable Credit Rating) which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins thatfor (i) Floating Rate Advances will be either added to the Alternate Base Rate to determine the Floating Rate or, and (ii) SOFR Advances will be added to LIBOR Base RateAdjusted Daily Simple SOFR or Adjusted Term SOFR for any Interest Period, as applicable, to determine the LIBOR Rate for any LIBORinterest rate applicable to Daily Simple SOFR Advances or Term SOFR Advances for such Interest Period, as the case may be, shall be determined as follows: Credit Rating (S&P and M▇▇▇▇'▇) Applicable Margin for SOFR Tranche A Term Loan Advances Applicable Margin for SOFR Tranche B Term Loan Advances Applicable Margin for Floating Rate Tranche A Term Loan Advances Applicable Margin for Floating Rate Tranche B Term Loan Advances At least A or A2 0.80 % 0.75 % 0.00 % 0.00 % At least A- or A3 0.85 % 0.80 % 0.00 % 0.00 % At least BBB+ or Baal 0.90 % 0.85 % 0.00 % 0.00 % At least BBB or Baa2 1.00 % 0.95 % 0.00 % 0.00 % At least BBB- or Baa3 1.25 % 1.20 % 0.25 % 0.20 % Below BBB- and Baa3 1.65 % 1.60 % 0.65 % 0.60 % If each of M▇▇▇▇’▇ and S&P assigns a Credit Rating toat any time the Borrower and suchhas been assigned two (2) applicable Credit Ratings which correspond to different levels in the above table, the Applicable Margins will be determined based on the level corresponding to the higher Credit Rating of the two (2) assigned Credit Ratings. If only one of; provided, that if the higher applicable Credit Rating and the lower applicable Credit Rating are more than one level apart, the Applicable Margin will be determined based on the Credit Rating that is one level below the higher applicable Credit Rating. If at any time the Borrower has been assigned three (3) applicable Credit Ratings which correspond to different levels in the above table, then (A) if the difference between the highest and the lowest levels of such Credit Ratings is one level apart (e.g. Baa2 by M▇▇▇▇’▇ ▇▇▇▇▇ BBB- by S&P assigns a Credit Rating to the Borrower,or Fitch), then the Applicable MarginsMargin will be determined based on the level corresponding to the Credit Rating assigned by such rating agency. During any period after the Investment Grade Rating Date when neither M▇▇▇▇’▇ nor S&P assigns a Credit Rating tohighest of such Credit Ratings, and (B) if the difference between such applicable Credit Ratings is two or more levels apart (e.g. Baa1 by M▇▇▇▇’▇ and BBB- by S&P or Fitch), then the Applicable Margin will be determined based on the level that corresponds to the average of the two (2) highest applicable Credit Ratings, provided that if such average Credit Rating does not correspond to a level in the above table, then the then the Applicable Margin will be determined based on the level that corresponds to the second highest applicable Credit Rating then assigned to the Borrower. If at any time the Borrower has been assigned only one Credit Rating, and such Credit Rating is from M▇▇▇▇’▇ or S&P, then the Applicable Margin will be determined based on the level that corresponds to such applicable Credit Rating; however, if the Borrower has not been assigned (or at any time ceases to have) a Credit Rating from M▇▇▇▇’▇ or S&P, then (regardless of whether the Borrower has been assigned a Credit Rating from Fitch), the Applicable Margin shallwill be determined based on a Credit Rating of “Below BBB- and Baa3”, effective in each case as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such cessation has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware of such cessation, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such cessation.. Notwithstanding the foregoing, if at the end of any fiscal year the Borrower meets the Sustainability Metric Target (as defined below) for such fiscal year, then from and after the fifth (5th) Business Day following the date the Borrower provides to the Administrative Agent a notice substantially in the form of Exhibit H (the “Sustainability Grid Notice”) demonstrating that the Sustainability Metric Target for such fiscal year was satisfied, the Applicable Margins for Tranche B Term Loan Advances shall decrease by 0.01% (but not to below zero percent per annum) from the Applicable Margins that would otherwise be applicable; provided that (x) at no time shall the reduction in the Applicable Margins for Tranche B Term Loan Advances resulting from the delivery of the Sustainability Grid Notice exceed 0.01% and (y) on each anniversary of such change to the Applicable Margins, the Applicable Margins shall automatically revert to the original grid set forth above unless and until the Borrower delivers a Sustainability Grid Notice to the Administrative Agent indicating that the Sustainability Metric Percentage for the preceding fiscal year has been satisfied. Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Metric Target or any Sustainability Metric (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Grid Notice. The Administrative Agent may rely conclusively on any Sustainability Grid Notice delivered by the Borrower without any responsibility to verify the accuracy thereof.

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. In the event any such compliance certificate is not delivered by Borrower when due under Section 6.1(v) the Administrative Agent shall have the right, if so directed by the Majority Lenders, to increase the Applicable Margins to the next higher level until such compliance certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 50% 2.75% 1.75% > 50%, < 55% 3.00% 2.00% > 55%, < 60% 3.25% 2.25% > 60%, < 65% 3.50% 2.50% > 65%, < 67.5% 4.00% 3.00% FORM OF NOTE February __, 20▇▇ ▇▇▇▇▇▇ ▇estern Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Borrower”), promises to pay to the order of ____________________ (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Amended and Restated Credit Agreement, dated as of the date hereof among the Borrower, KeyBank National Association, individually and as Administrative Agent, and the other Lenders named therein (as the same may be amended or modified, the “Agreement”) hereinafter referred to, in immediately available funds at the main office of KeyBank National Association in Cleveland, Ohio, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay remaining unpaid principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date or such earlier date as may be required under the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. If there is a Default under the Agreement or any other Loan Document and Administrative Agent exercises the remedies provided under the Agreement and/or any of the Loan Documents for the Lenders, then in addition to all amounts recoverable by the Administrative Agent and the Lenders under such documents, the Administrative Agent and the Lenders shall be entitled to receive reasonable attorneys fees and expenses incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies. Borrower and all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and expressly consent to the release of any party liable for the obligation secured by this Note, the release of any of the security for this Note, the acceptance of any other security therefore, or any other indulgence or forbearance whatsoever, all without notice to any party and without affecting the liability of the Borrower and any endorsers hereof. This Note shall be governed and construed under the internal laws of the State of Illinois. INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. By: Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer 29▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Oak Brook, Illinois 60523 Phone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: 630-218-4955 Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Maturity Principal Maturity Principal Amount of of Interest Amount Unpaid This Amendment to Credit Agreement (the “Amendment”) is made as of __________, 20__, by and among Inland Western Retail Real Estate Trust, Inc. (the “Borrower”), KeyBank National Association, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. If Borrower shall fail to deliver to the Administrative Agent any such compliance certificate by the date required under Section 6.1(v), the highest Applicable Margins set forth below shall apply until such compliance certificate has been delivered. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: ≤ 50% 3.25% 2.25%:

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage RatioRatio in effect as of the last day of the most recent fiscal quarter of the Borrower for which financial results have been reported. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v6.1(d) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. Notwithstanding the foregoing, during any applicable Sustainability Adjustment Period, the Applicable Margin shall be decreased by the Applicable Sustainability Adjustment (if any) in effect during such Sustainability Adjustment Period; provided that in no event shall the Applicable Margin be less than zero. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for in effect from time to time during any LIBOR Interest Period with respect to Loans shall be determined as follows: ≤ follows (the “Leverage Based Pricing Schedule”): < 35% 1.20% 0.20% > 35%, < 40% 1.25% 0.25% > 40%, < 45% 1.30% 0.30% > 45%, < 50% 3.251.40% 2.250.40% > 50%, < 55% 1.50% 0.50% Notwithstanding the foregoing, effective as of the date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, Borrower may make a one-time election, upon not less than five (5) Business Days prior written notice to the Administrative Agent, for the per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to Schedule 1 LIBOR Base Rate to determine the LIBOR Rate in effect from time to time during any Interest Period with respect to Loans to be determined as follows (the “Ratings Based Pricing Schedule”): If S&P and ▇▇▇▇▇’▇ assign ratings which correspond to two different but adjacent levels in the Ratings Based Pricing Schedule and the Applicable Margins will be determined based on the level corresponding to the higher of such two adjacent levels of ratings. If S&P and ▇▇▇▇▇’▇ assign ratings which correspond to two different, non-adjacent levels in the Ratings Based Pricing Schedule and the Applicable Margins will be determined based on the level which is one (1) level above the lowest of such ratings. In the event that only one of S&P and ▇▇▇▇▇’▇ assigns a rating, then the Applicable Margins will be determined based on such single rating. Any such election by Borrower shall be irrevocable and the Ratings Based Pricing Schedule shall apply throughout the remaining term of the Loans. Any subsequent change in any of the Borrower’s ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s ratings. Tranche A-1 Term Loan Commitments KeyBank $ 26,250,000 ▇▇▇▇▇ Fargo Bank $ 26,250,000 PNC $ 22,500,000 Bank of America $ 25,000,000 US Bank $ 25,000,000 JPMorgan $ 22,500,000 Fifth Third $ 25,000,000 First Horizon $ 10,500,000 Pinnacle Bank $ 9,250,000 United Bank $ 7,750,000 TOTAL $ 200,000,000 Tranche A-2 Term Loan Commitments KeyBank $ 26,250,000 ▇▇▇▇▇ Fargo Bank $ 26,250,000 PNC $ 25,000,000 Bank of America $ 22,500,000 US Bank $ 25,000,000 JPMorgan $ 25,000,000 Fifth Third $ 25,000,000 First Horizon $ 9,500,000 Pinnacle Bank $ 8,250,000 United Bank $ 7,250,000 TOTAL $ 200,000,000 Execution VersionAMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2018 KEYBANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., AS TRANCHE A-1 CO-SYNDICATION AGENT AND U.S. BANK NATIONAL ASSOCIATION AS TRANCHE A-1 CO-SYNDICATION AGENTAGENTS KEYBANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, AS TR ANCHE A-2 CO-SYNDICATION AGENT AND U.S. BANK NATIONAL ASSOCIATION AS TRANCHE A-2 CO-SYNDICATION AGENTAGENTS BMO ▇▇▇▇▇▇ BANK, N.A. AND FIFTH THIRD BANK AS CO-DOCUMENTATION AGENTS FOR TRANCHE A-1 AND KEYBANK, NATIONAL ASSOCIATION, AS CO-DOCUMENTATION AGENT FOR TRANCHE AS CO-DOCUMENTATION AGENTS FOR TRANCHE A-2 ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED OR ITS AFFILIAT EBOFA SECURITIES, INC. (IN RESPECT OF TRANCHE A-1) AND AS JOINT LEAD ARRANGERS AND SECURITIES, INC. AS JOINT BOOKRUNNERS ARTICLE II. THE CREDIT 3132 2.1. Generally 3132 2.2. Ratable Advances 33 2.3. Periodic Principal Payments 3233 2.4. Final Principal Payment 3234 2.5. Unused Fee[Reserved] 34 2.6. Other Fees 35 2.7. [Intentionally Deleted] 35 2.8. Method of Selecting Types and Interest Periods for New Advances 3335 2.9. Conversion and Continuation of Outstanding Advances 36 2.10. Changes in Interest Rate, Etc. 36 2.11. Rates Applicable After Default 37 2.12. Method of Payment 3537 2.13. Notes; Notices 37 2.14. Interest Payment Dates; Interest and Fee Basis 38 2.15. Notification of Advances, Interest Rates and Prepayments 3638 2.16. [Reserved] 38 2.17. Lending Installations 38 2.18. Non-Receipt of Funds by the Administrative Agent 38 2.19. Replacement of Lenders under Certain Circumstances 3739 2.20. Usury 3840 2.21. Funds Transfer Disbursements 40 2.22. Termination or Increase in Commitments 40 2.23. Applications of Moneys Received 42 3.1. Yield Protection 43 3.2. Changes in Capital Adequacy Regulations 43 3.3. Inability to Determine Interest RateBenchmark Replacement Setting 4244 3.4. Funding Indemnification 4450 3.5. Taxes 4450 3.6. Lender Statements; Survival of Indemnity 4854