10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-56032

Ares Industrial Real Estate Income Trust Inc.

(Exact name of registrant as specified in its charter)

Maryland	47-1592886
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Tabor Center 1200 Seventeenth Street, Suite 2900 Denver, CO	80202
(Address of principal executive offices)	(Zip code)

(303) 228-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 Par Value

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐   No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Smaller reporting company	☐
Non-accelerated filer	☒			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2022 cannot be calculated because no established market exists for the registrant’s common stock.

As of March 14, 2023 there were 216,220,465 shares of the registrant’s Class T common stock, 20,784,544 shares of the registrant’s Class D common stock and 75,484,080 shares of the registrant’s Class I common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates certain information by reference to the definitive proxy statement for the registrant’s 2022 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission (the “SEC”) no later than April 28, 2023.

Auditor Name: KPMG LLP Auditor Location: Denver, Colorado Auditor Firm ID: 185

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

TABLE OF CONTENTS

	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	57
Item 2.	Properties	58
Item 3.	Legal Proceedings	61
Item 4.	Mine Safety Disclosures	62
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	63
Item 6.	[Reserved]	72
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	86
Item 8.	Financial Statements and Supplementary Data	87
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	122
Item 9A.	Controls and Procedures	122
Item 9B.	Other Information	123
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	123
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	124
Item 11.	Executive Compensation	124
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	124
Item 13.	Certain Relationships and Related Transactions, and Director Independence	124
Item 14.	Principal Accountant Fees and Services	124
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	125
Item 16.	Summary of Form 10-K	131

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes certain statements that may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements relate to, without limitation, our ability to raise capital and effectively and timely deploy the net proceeds from our public offerings, the expected use of net proceeds from our public offerings, our reliance on Ares Commercial Real Estate Management LLC (the “Advisor”) and Ares real estate group (the “Sponsor” or “AREG”) of Ares Management Corporation (“Ares”), our understanding of our competition and our ability to compete effectively, our financing needs, our expected leverage, the effects of our current strategies, rent and occupancy growth, general conditions in the geographic area where we will operate, our future debt and financial position, our future capital expenditures, future distributions and acquisitions (including the amount and nature thereof), other developments and trends of the real estate industry, investment strategies and the expansion and growth of our operations. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “project,” or the negative of these words or other comparable terminology. These statements are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, present and future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:

● Our ability to raise capital and effectively deploy the net proceeds raised in our public offerings in accordance with our investment strategy and objectives;

● The failure of properties to perform as we expect;

● Risks associated with acquisitions, dispositions and development of properties;

● Our failure to successfully integrate acquired properties and operations;

● Unexpected delays or increased costs associated with any development projects;

● The availability of cash flows from operating activities for distributions and capital expenditures;

● Defaults on or non-renewal of leases by customers, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;

● Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically, including the impact of inflation, rising interest rates, the conflict in Ukraine and the COVID-19 pandemic;

● Legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”);

● Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;

● Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;

● Risks associated with using debt to fund our business activities, including re-financing and interest rate risks;

● Increases in interest rates, operating costs, or greater than expected capital expenditures;

● Changes to U.S. generally accepted accounting principles (“GAAP”); and

● Our ability to continue to qualify as a REIT.

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Any of the assumptions underlying forward-looking statements could prove to be inaccurate. Our stockholders are cautioned not to place undue reliance on any forward-looking statements included in this Annual Report on Form 10-K. All forward-looking statements are made as of the date of this Annual Report on Form 10-K and the risk that actual results will differ materially from the expectations expressed in this Annual Report on Form 10-K will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Annual Report on Form 10-K, whether as a result of new information, future events, changed circumstances, or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Annual Report on Form 10-K, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Annual Report on Form 10-K will be achieved.

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SUMMARY RISK FACTORS

An investment in shares of our common stock involves significant risks. See “Risk Factors” beginning on page 5. These risks include, among others:

● There is no assurance that we will be able to achieve our investment objectives. We have experienced net losses, as defined by GAAP.

● There is no public trading market for shares of our common stock, and we do not anticipate that there will be a public trading market for our shares, so redemption of shares by us will likely be the only way to dispose of our stockholders’ shares. Our share redemption program will provide our stockholders with the opportunity to request that we redeem their shares on a monthly basis, but we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, redemptions will be subject to available liquidity and other significant restrictions. Further, our board of directors may modify or suspend our share redemption program if in its reasonable judgment, it deems such action to be in our best interest and the best interest of our stockholders. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid, therefore, our stockholders must be prepared to hold their shares for an indefinite length of time.

● A portion of the proceeds received in this offering is expected to be used to satisfy redemption requests. Using the proceeds from this offering for redemptions will reduce the net proceeds available to retire debt or acquire additional properties, which may result in reduced liquidity and profitability or restrict our ability to grow our NAV.

● The transaction price may not accurately represent the value of our assets at any given time and the actual value of our stockholders’ investments may be substantially less. The transaction price generally will be based on our most recently disclosed monthly NAV of each class of common stock (subject to material changes) and will not be based on any public trading market. Further, our board of directors may amend our NAV procedures from time to time. For example, if our stockholders wish to subscribe for shares of our common stock in October, their subscription request must be received in good order at least five business days before November 1. Generally, the offering price per share would equal the transaction price of the applicable class as of the last calendar day of September, plus applicable upfront selling commissions and dealer manager fees. If accepted, their subscription would be effective on the first calendar day of November. Conversely, if our stockholders wish to submit their shares for redemption in October, their redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of October. If accepted, their shares would be redeemed as of the last calendar day of October and, generally, the redemption price would equal the transaction price of the applicable class as of the last calendar day of September. Shares are subject to a 5.0% early redemption discount if they have been outstanding for less than one year. In each of these cases, the NAV that is ultimately determined as of the last day of October may be higher or lower than the NAV as of the last day of September used for determining the transaction price. Therefore, the price at which our stockholders purchase shares may be higher than the current NAV per share at the time of sale and the price at which our stockholders redeem shares may be lower than the current NAV per share at the time of redemption.

● The transaction price may not represent our enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. Further, it is possible that the annual appraisals of our properties may not be spread evenly throughout the year, and rapidly changing market conditions or material events may not be fully reflected in our monthly NAV. The resulting potential disparity in our NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of our common stock, depending on whether our published NAV per share for such class is overstated or understated.

● In connection with this offering, we incur fees and expenses which will decrease the amount of cash we have available for operations and new investments. In the future we may conduct other offerings of common stock (whether existing or new classes), preferred stock, debt securities or of interests in our Operating Partnership. We may also amend the terms of this offering. We may structure or amend such offerings to attract institutional investors or other sources of capital. The costs of this offering and future offerings may negatively impact our ability to pay distributions and our stockholders’ overall return.

● Our NAV per share may suddenly change if the valuations of our properties materially change from prior valuations or the actual operating results or observed market transactions materially differ from what we originally budgeted. For example, due to rapidly

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changing market conditions, such as tenant demand and resulting rental rates, the valuation of the underlying properties correspondingly may change suddenly.

● Inflation, rising interest rates or deflation may adversely affect our financial condition and results of operations.

● Some of our executive officers, directors and other key personnel are also officers, directors, managers and/or key personnel of the Advisor, the Dealer Manager, and/or other entities related to the Sponsor. As a result, they face conflicts of interest, including but not limited to conflicts arising from time constraints, allocation of investment and leasing opportunities and the fact that certain of the compensation the Advisor will receive for services rendered to us is based on our NAV, the procedures for which the Advisor assists our board of directors in developing, overseeing, implementing and coordinating. We expect to compete with certain affiliates of direct and indirect owners of the Sponsor for investments and certain of those entities may be given priority with respect to certain investment opportunities.

● This is a “blind pool” offering; our stockholders will not have the opportunity to evaluate all of the investments we will make before we make them.

● This is a “best efforts” offering and if we are unable to raise substantial funds, then we will be more limited in our investments.

● We may change our investment policies without stockholder notice or consent, which could result in investments that are different from those described in this report and in other filings we make with the SEC from time to time.

● The amount of distributions we may make is uncertain. Distributions have been and may continue to be paid from sources other than cash flows from operating activities, including, without limitation, from borrowings, the sale of assets or offering proceeds. Our distributions may exceed our taxable income, which would represent a return of capital for tax purposes. A return of capital is a return of our stockholders’ investment rather than a return of earnings or gains and will be made after deductions of fees and expenses payable in connection with our offering. Some or all of our future distributions may be paid from these sources as well as from the sales of assets, cash resulting from a waiver or deferral of fees, and from our cash balances. There is no limit on distributions that may be made from these sources, however, our Advisor and its affiliates are under no obligation to defer or waive fees in order to support our distributions. The use of these sources for distributions may decrease the amount of cash we have available for new investments, share redemptions and other corporate purposes, and could reduce our stockholders’ overall return.

● If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders.

● Our use of leverage, such as mortgage indebtedness and other borrowings, increases the risk of loss on our investments.

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PART I

ITEM 1.        BUSINESS

The Company

Ares Industrial Real Estate Income Trust Inc. is a Maryland corporation formed on August 12, 2014. As used herein, the terms “Ares Industrial Real Estate Income Trust,” “AIREIT,” the “Company,” “we,” “our,” or “us” refer to Ares Industrial Real Estate Income Trust Inc. and its consolidated subsidiaries, except where otherwise indicated.

We were formed to make equity and debt investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers throughout the U.S. Although we will continue to focus our investment activities primarily on distribution warehouses and other industrial properties, our charter and bylaws do not preclude us from investing in other types of commercial property, real estate debt, or real estate-related equity securities.

We have operated and elected to be treated as a REIT for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2017, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of our assets through our operating partnership, AIREIT Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership of which we are the sole general partner and a limited partner.

We intend to conduct a continuous offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. In order to execute this strategy in compliance with federal securities laws, we intend to file new registration statements to replace existing registration statements, such that there will not be any lag from one offering to the next. On August 4, 2021, the SEC declared our registration statement on Form S-11 with respect to our third public offering of up to $5.0 billion of shares of our common stock effective, and the third public offering commenced the same day. Under the third public offering, we are offering up to $3.75 billion of shares of our common stock in the primary offering and up to $1.25 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class D shares and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan.

Pursuant to our public offering, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of common stock, and is available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. See Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Estimated Net Asset Value Per Share” for further detail.

Additionally, we have a program to raise capital through private placement offerings by selling beneficial interests (“DST Interests”) in specific Delaware statutory trusts holding real properties (the “DST Program”). These private placement offerings are exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act. Under the DST Program, each private placement will offer interests in one or more real properties placed into one or more Delaware statutory trust(s) by the Operating Partnership or its affiliates (“DST Properties”). DST Properties may be sourced from properties currently indirectly owned by the Operating Partnership or newly acquired properties. We anticipate that these interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). We expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive and unique investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions. We also make loans (“DST Program Loans”) to finance no more than 50% of the purchase price of the DST Interests to certain purchasers of the interests in the Delaware statutory trusts payable upon their acquisition of such interests. During the year ended December 31, 2022, we sold $768.6 million of gross interests related to the DST Program, $83.6 million of which were financed by DST Program Loans. Refer to “Note 6 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for additional detail regarding the DST Program.

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During the year ended December 31, 2022, we raised gross proceeds of approximately $1.0 billion from the sale of 71.3 million shares of our common stock, including shares issued pursuant to our distribution reinvestment plan. See “Note 8 to the Consolidated Financial Statements” for information concerning our public offering.

As of December 31, 2022, we directly owned and managed a real estate portfolio that included 243 industrial buildings totaling 50.2 million square feet located in 29 markets throughout the U.S., with 418 customers, and was 98.1% occupied (98.9% leased) with a weighted-average remaining lease term (based on square feet) of approximately 4.2 years. The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced. During the year ended December 31, 2022, we transacted over 5.7 million square feet of new and renewal leases, and rent growth on comparable leases averaged 47.2% (calculated using cash basis rental rates). We experienced significantly higher acquisition volume in the first and second quarters of 2022 as compared to the third and fourth quarters of 2022 as the industrial property market adjusted to the impact of recent interest rate increases on acquisition pricing. Industrial market fundamentals remain favorable and we continue to evaluate acquisition opportunities within the industrial market to effectively execute our business strategy. As of December 31, 2022, our real estate portfolio included:

● 240 industrial buildings totaling approximately 49.7 million square feet comprised our operating portfolio, which includes stabilized properties, and was 99.0% occupied (99.1% leased) with a weighted-average remaining lease term (based on square feet) of approximately 4.2 years; and

● Three industrial buildings totaling approximately 0.5 million square feet comprised our value-add portfolio, which includes buildings acquired with the intention to reposition or redevelop, or buildings recently completed which have not yet reached stabilization. We generally consider a building to be stabilized on the earlier to occur of the first anniversary of a building’s shell completion or a building achieving 90% occupancy.

Additionally, as of December 31, 2022, we owned and managed 11 buildings either under construction or in the pre-construction phase totaling approximately 3.1 million square feet. Unless otherwise noted, these buildings are excluded from the presentation of our portfolio data herein.

Concurrently with the BTC II Partnership Transaction (as defined and described in “Note 4 to the Consolidated Financial Statements”) on February 15, 2022, we and our joint venture partners formed a new joint venture partnership (the “BTC II B Partnership”), through which we co-own five properties that were part of the original Build-To-Core Industrial Partnership II LP (the “BTC II Partnership”) portfolio and were not part of the BTC II Partnership Transaction. As of December 31, 2022, we owned and managed five buildings that were either under construction or in the pre-construction phase totaling approximately 1.8 million square feet, through our 8.0% minority ownership interest in the BTC II B Partnership. Unless otherwise noted, these buildings are excluded from the presentation of our portfolio data herein.

See Item 2, “Properties,” for further details on our real estate portfolio. See “Note 4 to the Consolidated Financial Statements” for detail regarding our acquisition activity for the year ended December 31, 2022.

We rely on the Advisor, a related party, to manage our day-to-day operating and acquisition activities and to implement our investment strategy pursuant to the terms of that certain Amended and Restated Advisory Agreement (2022), effective as of May 1, 2022 (the “Advisory Agreement”), by and among us, the Operating Partnership, and the Advisor. The current term of the Advisory Agreement ends April 30, 2023, subject to renewal by our board of directors for an unlimited number of successive one-year periods. The Advisor performs its duties and responsibilities under the Advisory Agreement as a fiduciary of us and our stockholders. The Advisor may, but is not required to, establish working capital reserves from proceeds from our public offerings, from cash flow generated by operating assets or from proceeds from the sale of assets. Working capital reserves are typically utilized to fund tenant improvements, leasing commissions, and major capital expenditures. Our lenders also may require working capital reserves.

Investment Objectives

Our primary investment objectives include the following:

● preserving and protecting our stockholders’ capital contributions;

● providing current income to our stockholders in the form of regular distributions; and

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● realizing capital appreciation in our NAV from active investment management and asset management.

There is no assurance that we will attain our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

Investment Strategy

We have and will continue to focus our investment activities on and use the proceeds raised in the offerings principally for building a national industrial warehouse operating company. Our investment activities include the acquisition, development and/or financing of income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers. Creditworthiness does not necessarily mean investment grade and the majority of our customers do not have a public credit rating. Furthermore, it is anticipated that much of our portfolio will be leased to non-investment grade customers going forward. We evaluate creditworthiness and financial strength of prospective customers based on financial, operating and business plan information that is provided to us by such prospective customers, as well as other market and economic information that is generally publicly available.

The number and type of properties we may acquire or develop will depend upon real estate market conditions and other circumstances existing at the time we make our investments. Although we intend to continue to focus our investment activities primarily on distribution warehouses and other industrial properties, our charter and bylaws do not preclude us from investing in other types of commercial property or real estate debt investments. However, we will not invest more than 25% of net proceeds we receive from the sale of shares of our common stock in the offerings in other types of commercial property or real estate-related debt. As of December 31, 2022, our portfolio was comprised entirely of industrial properties. See Item 2, “Properties,” for further detail.

Our investment in any distribution warehouse, other industrial property, or other property type will be based upon the best interests of our company and our stockholders as determined by the Advisor and our board of directors. Real estate assets in which we may invest may be acquired or developed either directly by us or through joint venture partnerships or other co-ownership arrangements with affiliated or unaffiliated third parties, and may include: equity investments in commercial properties; mortgage, mezzanine, construction, bridge, and other loans related to real estate; and investments in other real estate-related entities, including REITs, private real estate funds, real estate management companies, real estate development companies, and debt funds, both foreign and domestic. Subject to the 25% limitation described above, we may invest in any of these asset classes, including those that may present greater risk than industrial properties.

Our real estate-related debt investments strategy is focused on generating liquidity, current income and contributing to our overall net returns. Alongside our credit facilities and operating cash flow, our real estate debt investments, which are currently comprised of debt securities, may provide an additional source of liquidity. These liquidity sources may collectively be used for cash management, satisfying any stock repurchases under our share repurchase plan and other purposes.

Business Strategy

We seek to provide income in the form of regular distributions to our stockholders by generating sustained internal growth in rental income. The keys to long-term rental income growth are maintaining a stabilized occupancy rate (generally above 90%) through active leasing efforts, negotiating contractual rent increases on existing leases and renewals on expiring leases, cultivating strong customer relationships, and controlling operating expenses.

Financing Objectives

We use secured and unsecured debt as a means of providing additional funds for the acquisition of assets, to pay distributions, and for other corporate purposes. While a large percentage of our debt financings may typically be comprised of long-term, fixed-rate loans, our use of leverage generally increases the risk of default on loan payments and the resulting foreclosure on a particular asset or group of assets. Upon a default, our lenders may also have recourse to assets other than those specifically securing the repayment of the indebtedness. Our ability to enhance our investment returns and to increase our diversification by acquiring assets using additional funds provided through borrowings could be adversely impacted if the credit markets are closed or limited and banks and other lending institutions impose severe restrictions on the amount of funds available for the types of loans we seek. We have sourced, and may continue

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to source, institutional or other capital through joint venture partnerships or other co-partnerships to help diversify risk associated with development and value-add opportunities. See Item 1A, “Risk Factors—Risks Related to Debt Financing” for further detail.

Competition

The market for the acquisition of industrial real estate is highly competitive. We compete for real property investments with other REITs and institutional investors, such as pension funds and their advisors, private real estate investment funds, insurance company investment accounts, private investment companies, individuals and other entities engaged in real estate investment activities, including certain other entities sponsored or advised by affiliates of the Sponsor, some of which may have greater financial resources than we do and generally may be able to accept more risk, including risks relating to the creditworthiness of potential customers, the breadth of the markets in which to invest, or the level of leverage they are willing to take on. They also may possess significant competitive advantages that result from, among other things, a lower cost of capital or greater operating efficiencies associated with a larger platform.

The market for the leasing of industrial real estate is also very competitive. We experience competition for customers from other existing assets in proximity to our buildings, as well as from proposed new developments. As a result, we may have to provide free rental periods, incur charges for tenant improvements, or offer other inducements, all of which may have an adverse impact on our results of operations.

Significant Customers

We are dependent upon the ability of current customers to pay their contractual rent amounts as the rents become due. As of December 31, 2022, there was one customer that individually represented more than 5.0% of total annualized base rent, and our 10 largest customers represented approximately 22.0% of total annualized base rent of our portfolio. We are not aware of any current customers whose inability alone to pay their contractual rental amounts would have a material adverse impact on our results of operations. See Item 2, “Properties,” for further detail about customer diversification.

Conflicts of Interest

We are subject to various potential conflicts of interest that could arise out of our relationship with the Advisor and other affiliates and related parties, including: conflicts related to the compensation arrangements among the Advisor, certain affiliates and related parties, and us; conflicts with respect to the allocation of the Advisor’s and its key personnel’s time; conflicts related to our potential acquisition of assets from affiliates of the Advisor; and conflicts with respect to the allocation of investment and leasing opportunities. Further, entities currently sponsored by or that in the future may be advised by affiliates of the Sponsor, and those in which Sponsor-affiliated entities own interests, may compete with us or may be given priority over us with respect to the acquisition of certain types of investments. As a result of our potential competition with these entities, certain investment and leasing opportunities that would otherwise be available to us may not in fact be available. See Item 1A, “Risk Factors—Risks Related to the Advisor and Its Affiliates,” for additional detail. The independent directors have an obligation to function on our behalf in all situations in which a conflict of interest may arise and have a fiduciary obligation to act on behalf of our stockholders.

Compliance with Federal, State and Local Environmental Laws

Properties that we acquire, and the properties underlying our investments, are subject to various federal, state, and local environmental laws, ordinances, and regulations. Under these laws, ordinances, and regulations, a current or previous owner of real estate (including, in certain circumstances, a secured lender that succeeds to ownership or control of a property) may become liable for the costs of removal or remediation of certain hazardous or toxic substances or petroleum product releases at, on, under, or in its property. These laws typically impose cleanup responsibility and liability without regard to whether the owner or control party knew of or was responsible for the release or presence of the hazardous or toxic substances. The costs of investigation, remediation, or removal of these substances may be substantial and could exceed the value of the property. An owner or control party of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site. Certain environmental laws also impose liability in connection with the handling of or exposure to materials containing asbestos. These laws allow third parties to seek recovery from owners of properties for personal injuries associated with materials containing asbestos. Our operating costs and the values of these assets may be adversely affected by the obligation to pay for the cost of complying with existing environmental laws, ordinances, and regulations, as well as the cost of complying with future legislation, and our income and ability to make distributions to our stockholders could be affected adversely by the existence of an environmental liability with respect to our properties.

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We will endeavor to ensure our properties are in compliance in all material respects with all federal, state and local laws, ordinances, and regulations regarding hazardous or toxic substances or petroleum products.

Employees

We have no employees. Pursuant to the terms of the Advisory Agreement, the Advisor assumes principal responsibility for managing our affairs and we compensate the Advisor for certain services.

Additional Information

Our internet address is www.areswmsresources.com/investment-solutions/AIREIT. Through a link on our website, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and prospectus, along with any amendments to those filings, as soon as reasonably practicable after we file or furnish them to the SEC.

ITEM 1A.       RISK FACTORS

RISKS RELATED TO INVESTING IN OUR PUBLIC OFFERING

There is no assurance that we will be able to successfully achieve our investment objectives; the prior performance of other entities affiliated with our Advisor may not be an accurate barometer of our future results.

We may not be able to achieve our investment objectives. We have experienced net loss, as defined by GAAP. As a result, an investment in our shares of common stock may entail more risk than the shares of common stock of a real estate investment trust with a substantial operating history. In addition, stockholders should not rely on the past performance of investments by other entities affiliated with our Advisor to predict our future results. Our investment strategy and key employees may differ from the investment strategies and key employees of other programs affiliated with our Advisor in the past, present and future.

Because we generally do not mark to market our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity, or our associated interest rate hedges that are intended to be held to maturity, the realizable value of our company or our assets that are encumbered by debt may be higher or lower than the value used in the calculation of our NAV.

In accordance with our valuation procedures, our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein), including those subject to interest rates hedges, are valued at par (i.e. at their respective outstanding balances). Because we often utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument, which is valued at par if intended to be held to maturity. This policy of valuing at par applies regardless of whether any given interest rate hedge is considered an asset or liability for GAAP purposes. Notwithstanding the foregoing, if we acquire an investment and assume associated in-place debt from the seller that is above or below market, then consistent with how we recognize assumed debt for GAAP purposes when acquiring an asset with pre-existing debt in place, the liabilities used in the determination of our NAV will include the market value of such debt; the associated premium or discount on such debt will then be amortized through loan maturity. As a result of this policy, the realizable value of our company or our assets that are encumbered by debt used in the calculation of our NAV may be higher or lower than the value that would be derived if such debt instruments were marked to market. For example, if we decide to sell one or more assets, we may re-classify those assets as held-for-sale, which could then have a positive or negative impact on our calculation of NAV to the extent any associated debt is definitively intended to be prepaid. In some cases, such difference may be significant. As of December 31, 2022, we classified all of our debt as intended to be held to maturity, and our liability included mark-to-market adjustments for pre-existing debt that we assumed upon acquisition. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of December 31, 2022 was $192.7 million lower than the carrying value used for purposes of calculating our NAV (as described above) for such debt in aggregate, meaning that if we used the fair value of our debt rather than the carrying value used for purposes of calculating our NAV (and treated the associated hedge as part of the same financial instrument), our NAV as of December 31, 2022 would have been higher by approximately $192.7 million, or $0.61 per share, not taking into account all of the other items that impact our monthly NAV.

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There is no public trading market for the shares of our common stock and we do not anticipate that there will be a public trading market for our shares; therefore, our stockholders’ ability to dispose of their shares will likely be limited to redemption by us. If our stockholders do sell their shares to us, they may receive less than the price they paid.

There is no public market for the shares of our common stock and we currently have no obligation or plans to apply for listing on any public securities market. Therefore, redemption of the shares of our common stock by us will likely be the only way for our stockholders to dispose of their shares. We will redeem shares at a price equal to the transaction price on the last calendar day of the applicable month, and not based on the price at which our stockholders initially purchased their shares. We may redeem our stockholders’ shares if they fail to maintain a minimum balance of $2,000 of shares, even if their failure to meet the minimum balance is caused solely by a decline in our NAV. Since Class T shares are sold at the transaction price plus applicable upfront selling commissions and dealer manager fees, holders of Class T shares may receive less than the price they paid for their shares upon redemption by us. Subject to limited exceptions, holders of our common stock that have not held their shares for at least one year will be eligible for redemption at 95% of the transaction price on the redemption date, which will inure indirectly to the benefit of our remaining stockholders. As a result of this and the fact that our NAV will fluctuate, holders of our common stock may receive less than the price they paid for their shares upon redemption by us.

Our ability to redeem our stockholders’ shares may be limited. In addition, our board of directors may modify or suspend our share redemption program at any time.

Our share redemption program contains significant restrictions and limitations. For example, if holders of our common stock do not hold their shares for a minimum of one year, then they will only be eligible for redemption at 95% of the transaction price on the redemption date.

We may redeem fewer shares than have been requested in any particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. We may redeem fewer shares due to lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares. In addition, the total amount of aggregate redemptions of Class T, Class D, and Class I shares (based on the price at which the shares are redeemed) will be limited for each calendar month to 2% of the aggregate NAV of all classes as of the last calendar day of the previous quarter and for each calendar quarter will be limited to 5% of the aggregate NAV of all classes of shares as of the last calendar day of the previous calendar quarter. With respect to the limitations described above, (i) provided that this share redemption program has been operating and not suspended for the first month of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month and (ii) provided that this share redemption program has been operating and not suspended for the first two months of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for those two months will carry over to the third month. In no event will such carry-over capacity permit the redemption of shares with aggregate value (based on the redemption price per share for the month the redemption is effected) in excess of 5% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar quarter (provided that for these purposes redemptions may be measured on a net basis as described in the paragraph below).

We currently measure the foregoing redemption allocations and limitations based on net redemptions during a month or quarter, as applicable. The term “net redemptions” means, during the applicable period, the excess of our share redemptions (capital outflows) over the proceeds from the sale of our shares (capital inflows). For purposes of measuring our redemption capacity pursuant to our share redemption program, proceeds from new subscriptions in a month are included in capital inflows on the first day of the next month because that is the first day on which such stockholders have rights in the Company. Also for purposes of measuring our redemption capacity pursuant to our share redemption program, redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day stockholders have rights in the Company. We record these redemptions in our financial statements as having occurred on the first day of the next month following receipt of the redemption request because shares redeemed in a given month are outstanding through the last day of the month. With respect to future periods, our board of directors may choose whether the allocations and limitations will be applied to “gross redemptions,” i.e., without netting against capital inflows, rather than to net redemptions, which could limit the amount of shares redeemed in a given month or quarter despite our receiving a net capital inflow for that month or quarter.

The vast majority of our assets will consist of properties which cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition. Therefore, we may not always have a sufficient amount of cash to immediately satisfy redemption requests. Our board of directors may modify or suspend our share redemption program. In addition, limited partners in

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our Operating Partnership have different redemption rights with respect to partnership interests in the Operating Partnership (“OP Units”) and are treated differently than our stockholders requesting redemption under our share redemption program. Further, we may invest in real estate-related securities and other securities with the primary goal of maintaining liquidity in support of our share redemption program. Any such investments may result in lower returns than an investment in real estate assets, which could adversely impact our ability to pay distributions and our stockholders’ overall return. Further, if redemption requests, in the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our operations, risk having an adverse impact on stockholders whose shares are not redeemed, or should we otherwise determine that investing our liquid assets in real properties or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, then our board of directors may make exceptions to, modify or suspend our share redemption program if in its reasonable judgment it deems such action to be in our best interest and the best interest of our stockholders. Although our board of directors has the discretion to suspend our share redemption program, our board of directors will not terminate our share redemption program other than in connection with a liquidity event which results in our stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law. Our board of directors may determine that it is in our best interests and the interest of our stockholders to suspend the share redemption program as a result of regulatory changes, changes in law, if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are redeemed, a lack of available funds, a determination that redemption requests are having an adverse effect on our operations or other factors. Upon suspension of our share redemption program, our share redemption program requires our board of directors to consider at least quarterly whether the continued suspension of the program is in our best interest and the best interest of our stockholders; however, we are not required to authorize the re-commencement of the share redemption program within any specified period of time and any suspension may be for an indefinite period, which would be tantamount to a termination. As a result, our stockholders’ ability to have their shares redeemed by us may be limited, our shares should be considered as having only limited liquidity and at times may be illiquid.

Our capacity to redeem shares may be further limited if we experience a concentration of investors.

The current limitations of our share redemption program are based, in part, on the number of outstanding shares. Thus, the ability of a single investor, or of a group of investors acting similarly, to redeem all of their shares may be limited if they own a large percentage of our shares. Similarly, if a single investor, or a group of investors acting in concert or independently, owns a large percentage of our shares, a significant redemption request by such investor or investors could significantly further limit our ability to satisfy redemption requests of other investors of such classes. Such concentrations could arise in a variety of circumstances. For example, we could sell a large number of our shares to one or more institutional investors, either in a public offering or in a private placement. In addition, we may issue a significant number of our shares in connection with an acquisition of another company or a portfolio of properties to a single investor or a group of investors that may request redemption at similar times following the acquisition.

Purchases and redemptions of our common shares will not be made based on the current NAV per share of our common stock.

We are offering shares of our common stock at the transaction price, plus applicable selling commissions and dealer manager fees. The transaction price generally will be equal to the NAV per share of our common stock most recently disclosed by us, however, we may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed NAV per share. The transaction price generally will be based on our most recently disclosed monthly NAV of each class of common stock (subject to material changes as described above) and will not be based on any public market. Further, our board of directors may amend our NAV procedures from time to time. For example, if our stockholders wish to subscribe for shares of our common stock in October, their subscription request must be received in good order at least five business days before November 1. Generally, the offering price per share would equal the transaction price of the applicable class as of the last calendar day of September, plus applicable upfront selling commissions and dealer manager fees. If accepted, their subscription would be effective on the first calendar day of November. Conversely, if our stockholders wish to submit their shares for redemption in October, their redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of October. If accepted, their shares would be redeemed as of the last calendar day of October and, generally, the redemption price would equal the transaction price of the applicable class as of the last calendar day of September, subject to a 5.0% reduction, for early redemption of shares of our common stock that have not been outstanding for at least one year. In each of these cases, the NAV that is ultimately determined as of the last day of October may be higher or lower than the NAV as of the last day of September used for determining the transaction price. Therefore, the price at which our stockholders purchase shares may be higher than the current NAV per share at the time of sale and the price at which our stockholders redeem shares may be lower than the current NAV per share at the time of redemption.

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In order to maintain what we deem to be sufficient liquidity for our share redemption program, we may keep more of our assets in securities, cash, cash equivalents and other short-term investments than we would otherwise like which would affect returns.

In order to provide liquidity for share redemptions, we intend to, subject to any limitations and requirements relating to our intention to qualify as a REIT, maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from this offering and/or sales of our assets. This could adversely affect our results of operations, financial condition, NAV and ability to pay distributions to our stockholders.

Economic events that may cause our stockholders to request that we redeem their shares may materially adversely affect our cash flow and our results of operations and financial condition.

Economic events affecting the U.S. economy, such as the general negative performance of the real estate sector, could cause our stockholders to seek to sell their shares to us pursuant to our share redemption program at a time when such events are adversely affecting the performance of our assets. The redemptions of Class T, Class D, and Class I shares are subject to the 2% and 5% limits (as described above) (subject to potential carry-over capacity). Even if we are able to and determine to satisfy all resulting redemption requests, our cash flow could be materially adversely affected. In addition, if we determine to sell assets to satisfy redemption requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, breadth of our portfolio by property type and location, could be materially adversely affected.

A portion of the proceeds raised in our public offering is expected to be used to satisfy redemption requests, and such portion of the proceeds may be substantial.

We currently expect to use a portion of the proceeds from our public offering to satisfy redemption requests with respect to our share redemption program. Using the proceeds from our public offering for redemptions will reduce the net proceeds available to retire debt or acquire additional investments, which may result in reduced liquidity and profitability or restrict our ability to grow our NAV.

Our public offering is a “blind pool” offering and stockholders will not have the opportunity to evaluate our future investments prior to purchasing shares of our common stock.

Stockholders will not be able to evaluate the economic merits, transaction terms or other financial or operational data concerning our future investments that we have not yet identified prior to purchasing shares of our common stock. Stockholders must rely on the Advisor and our board of directors to implement our investment policies, to evaluate our investment opportunities and to structure the terms of our investments. We may invest in any asset class, including those that present greater risk than industrial assets. Because stockholders cannot evaluate our future investments in advance of purchasing shares of our common stock, a “blind pool” offering may entail more risk than other types of offerings. This additional risk may hinder stockholders’ ability to achieve their own personal investment objectives related to portfolio diversification, risk-adjusted investment returns and other objectives.

Our public offering is a “best efforts” offering and if we are unable to raise substantial funds, we will be limited in the number and type of investments we may make which could negatively impact an investment in shares of our common stock.

Our public offering is being made on a “best efforts” basis, whereby the broker dealers participating in the offering are only required to use their best efforts to sell shares of our common stock and have no firm commitment or obligation to purchase any of the shares of our common stock. As a result, the amount of proceeds we raise in our public offering may be substantially less than the amount we would need to achieve a diversified industrial portfolio. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, and our financial condition and ability to make distributions could be adversely affected. If we are unable to raise substantially more funds in our public offering, we will be thinly capitalized and will make fewer investments in properties, and will more likely focus on making investments in loans and real estate-related entities, resulting in less diversification in terms of the number of investments owned, the geographic regions in which our property investments are located and the types of investments that we make. As a result, the likelihood increases that any single investment’s poor performance would materially affect our overall investment performance. During the year ended December 31, 2022, we raised gross proceeds of approximately $1.0 billion from the sale of 71.3 million shares of

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our common stock, including shares issued pursuant to our distribution reinvestment plan. See “Note 8 to the Consolidated Financial Statements” for information concerning our public offering.

Historical returns may be presented over limited timeframes and are inherently limited in their applicability to the future.

In our prospectus, in our annual report, and in other investor communications, we disclose certain historical NAV and total return information. This information may be presented on a class-by-class basis or on a weighted-average basis across all our classes. The information may go back one month, one quarter, or longer periods. While we believe this historical information is useful, investors should understand that any historical return presentation is inherently limited in its applicability to the future, for a variety of reasons. We may have performed better in certain past time periods than others, and we cannot predict the future performance of our company specifically or the broader economy and real estate markets more generally. Furthermore, from time to time we may make changes to our portfolio, our investment focus, or structural aspects of our company that may make past returns less comparable. Over time, we have made changes to the fees and reimbursements we pay to the Advisor (in connection with managing our operations) and the Dealer Manager and participating broker-dealers (in connection with our public offerings). Our share classes have different upfront fees and different class-specific fees that make their returns different from those of other classes and from average returns that may be shown. In some cases, we have changed the names of our share classes and the fees that affect their returns.

Even if we are able to raise substantial funds in our public offerings, investors in our common stock are subject to the risk that our offerings, business and operating plans may change.

Although we presently intend to operate on a perpetual basis with ongoing offering and share redemption program, this is not a requirement of our charter. Further, we may in the future consider various Liquidity Events and, given that our investment strategy is focused on a single asset class, it is possible that an opportunity to execute a Liquidity Event could arise. Even if we are able to raise substantial funds in our offerings, if circumstances change such that our board of directors believes it is in the best interest of our stockholders to terminate our offerings or to terminate our share redemption program, in connection with a Liquidity Event or otherwise, we may do so without stockholder approval. Our board of directors may also change our investment objectives, borrowing policies or other corporate policies without stockholder approval. In addition, we may change the way our fees and expenses are incurred and allocated to different classes of stockholders if the tax rules applicable to REITs change such that we could do so without adverse tax consequences. Our board of directors may decide that a Liquidity Event or certain other significant transactions that require stockholder approval are in the best interests of our stockholders. Holders of all classes of our common stock have equal voting rights with respect to such matters and will vote as a single group rather than on a class-by-class basis. Accordingly, investors in our common stock are subject to the risk that our offerings, business and operating plans may change.

Valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are estimates of value and may not necessarily correspond to realizable value.

The primary component of our NAV is the value of our investments. The valuation methodologies used to value our properties and certain real estate-related assets involve subjective judgments regarding such factors as comparable sales, rental revenue and operating expense data, known contingencies, the capitalization or discount rate, and projections of future rent and expenses based on appropriate analysis. Additionally, appraisals of our properties are in part based on historical transaction data. As a result, valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are only estimates of current market value. Ultimate realization of the value of an asset or liability depends to a great extent on economic and other conditions beyond our control and the control of the Independent Valuation Advisor and other parties involved in the valuation of our assets and liabilities. Further, these valuations may not necessarily represent the price at which an asset or liability would sell, because market prices of assets and liabilities are best determined by negotiation between a willing buyer and seller. As such, the carrying value of an asset may not reflect the price at which the asset could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the appraisal. Valuations used for determining our NAV also are generally made without consideration of the expenses that would be incurred by us in connection with disposing of assets and liabilities. Therefore, the valuations of our properties, our investments in real estate-related assets and our liabilities may not correspond to the timely realizable value upon a sale of those assets and liabilities. In addition, the value of our interest in any joint venture or partnership that is a minority interest or is restricted as to salability or transferability may reflect or be adjusted for a minority or liquidity discount. In addition to being a month old when share purchases and redemptions take place, our NAV does not currently represent enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that

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our shares would trade at on a national stock exchange. The stock price of shares of a publicly traded REIT may materially differ from the NAV of a non-traded REIT with comparable portfolios. While any changes in the value of our real estate portfolio will ultimately be reflected in future calculations of NAV, there will be no retroactive adjustment in the valuation of such assets or liabilities, the price of our shares of common stock, the price we paid to redeem shares of our common stock or NAV-based fees we paid to the Advisor and the Dealer Manager to the extent such valuations prove to not accurately reflect the true estimate of value and are not a precise measure of realizable value. Because the price you will pay for shares of our common stock in the offering, and the price at which your shares may be redeemed by us pursuant to our share redemption program, are generally based on our estimated NAV per share, you may pay more than realizable value or receive less than realizable value for your investment.

In order to disclose a monthly NAV, we are reliant on the parties that we engage for that purpose, in particular the Independent Valuation Advisor and the appraisers that we hire to value and appraise our real estate portfolio.

In order to disclose a monthly NAV, our board of directors, including a majority of our independent directors, has adopted valuation procedures that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV, including the engagement of independent third parties such as the Independent Valuation Advisor, to value our real estate portfolio on a monthly basis, and independent appraisal firms, to provide periodic appraisals with respect to our properties. We have also engaged a firm to act as the NAV Accountant and may engage other independent third parties or our Advisor to value other assets or liabilities. Although our board of directors, with the assistance of the Advisor, oversees all of these parties and the reasonableness of their work product, we will not independently verify our NAV or the components thereof, such as the appraised values of our properties. Our management’s assessment of the market values of our properties may also differ from the appraised values of our properties as determined by the Independent Valuation Advisor. If the parties engaged by us to determine our monthly NAV are unable or unwilling to perform their obligations to us, our NAV could be inaccurate or unavailable, and we could decide to suspend any ongoing public offering and our share redemption program.

Our NAV is not subject to GAAP, is not independently audited and involves subjective judgments by the Independent Valuation Advisor and other parties involved in valuing our assets and liabilities.

Our valuation procedures and our NAV are not subject to GAAP and are not subject to independent audit. Additionally, we are dependent on our Advisor to be reasonably aware of material events specific to our properties (such as tenant disputes, damage, litigation and environmental issues) that may cause the value of a property to change materially and to promptly notify the Independent Valuation Advisor so that the information may be reflected in our real estate portfolio valuation. In addition, the implementation and coordination of our valuation procedures include certain subjective judgments of our Advisor, such as whether the Independent Valuation Advisor should be notified of events specific to our properties that could affect their valuations, as well as of the Independent Valuation Advisor and other parties we engage, as to whether adjustments to asset and liability valuations are appropriate. Accordingly, our stockholders must rely entirely on our board of directors to adopt appropriate valuation procedures and on the Independent Valuation Advisor and other parties we engage in order to arrive at our NAV, which may not correspond to realizable value upon a sale of our assets.

No rule or regulation requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures.

There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our NAV. As a result, it is important that our stockholders pay particular attention to the specific methodologies and assumptions we will use to calculate our NAV. Other public REITs may use different methodologies or assumptions to determine their NAV. In addition, each year our board of directors, including a majority of our independent directors, will review the appropriateness of our valuation procedures and may, at any time, adopt changes to the valuation procedures. If we acquire real property assets as a portfolio, we may pay a premium over the amount that we would pay for the assets individually. See our valuation procedures, filed as Exhibit 99.2 to this Annual Report on Form 10-K, for more details regarding our valuation methodologies, assumptions and procedures.

Our NAV per share may suddenly change if the valuations of our properties materially change from prior valuations or the actual operating results or observed market transactions materially differ from what we originally budgeted.

It is possible that the annual appraisals of our properties may not be spread evenly throughout the year and may differ from the most recent monthly valuation. As such, when these appraisals are reflected in our Independent Valuation Advisor’s valuation of our real estate portfolio, there may be a sudden change in our NAV per share for each class of our common stock. Property valuation changes can occur for a variety of reasons, such as local real estate market conditions, market lease assumptions, rotation of different third-party appraisal

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firms, the financial condition of our customers, or leasing activity. For example, due to rapidly changing market conditions, such as tenant demand and resulting rental rates, the valuation of the underlying properties correspondingly may change suddenly. Such a valuation change can be particularly significant when closer to a lease expiration, especially for single tenant buildings or where an individual tenant occupies a large portion of a building. We will be at the greatest risk of these valuation changes during periods in which we have a large number of lease expirations as well as when the lease of a significant tenant is closer to expiration. Similarly, if a tenant will have an option in the future to purchase one of our properties from us at a price that is less than the current valuation of the property, then if the value of the property exceeds the option price, the valuation will be expected to decline and begin to approach the purchase price as the date of the option approaches. In addition, actual operating results or observed market transactions may differ from what we originally budgeted, which may cause a sudden increase or decrease in the NAV per share amounts. We will accrue estimated revenues and expenses on a monthly basis based on actual leases and expenses in that month. On a periodic basis, we will adjust the revenues and expense accruals we estimated to reflect the revenues and expenses actually earned and incurred. We will not retroactively adjust the NAV per share of each class for any adjustments. Therefore, because actual results from operations may be better or worse than what we previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of our common stock to increase or decrease.

New acquisitions may be valued for purposes of our NAV at less than what we pay for them, which would dilute our NAV.

Pursuant to our valuation procedures, the acquisition price of newly acquired properties will serve as the basis for our appraised value for the year of acquisition, and thereafter will be part of the rotating appraisal cycle such that they are appraised at least every calendar year. This is true whether the acquisition is funded with cash, equity or a combination thereof. However, the Independent Valuation Advisor always has the ability to adjust property valuations for purposes of our NAV from the most recent appraised value. Similarly, if the Independent Valuation Advisor believes that the purchase price for a recent acquisition does not reflect the current value of the property, the Independent Valuation Advisor has the ability to adjust the valuation for purposes of our NAV downwards immediately after acquisition. Even if the Independent Valuation Advisor does not adjust the valuation downwards immediately following the acquisition, when we obtain an appraisal on the property, it may not appraise at a value equal to the purchase price. Accordingly, the value of a new acquisition as established under our valuation procedures could be less than what we pay for it, which could negatively affect our NAV. Large portfolio acquisitions, in particular, may require a “portfolio premium” to be paid by us in order to be a competitive bidder, and this “portfolio premium” may not be taken into consideration in calculating our NAV. In addition, acquisition expenses we incur in connection with new acquisitions will negatively impact our NAV. We may make acquisitions (with cash or equity) of any size without stockholder approval, and such acquisitions may be dilutive to our NAV.

The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.

From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, and not by way of limitation, changes in governmental rules, regulations and fiscal policies, environmental legislation, natural disasters, pandemics, terrorism, war, social unrest, civil disturbances and major disturbances in financial markets may cause the value of a property to change materially. The NAV per share of each class of our common stock as published on any given month may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable. As a result, the NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable, and the NAV per share of each class published after the announcement of a material event may differ significantly from our actual NAV per share for such class until such time as the financial impact is quantified and our NAV is appropriately adjusted in accordance with our valuation procedures. The resulting potential disparity in our NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of our common stock, depending on whether our published NAV per share for such class is overstated or understated.

The realizable value of specific properties may change before the value is adjusted by the Independent Valuation Advisor and reflected in the calculation of our NAV.

Our valuation procedures generally provide that the Independent Valuation Advisor will adjust a real property’s valuation, as necessary, based on known events that have a material impact on the most recent value (adjustments for non-material events may also be made). We are dependent on our Advisor to be reasonably aware of material events specific to our properties (such as lease expirations, customer disputes, damage, litigation and environmental issues, as well as positive events such as new lease agreements) that may cause the value of a property to change materially and to promptly notify the Independent Valuation Advisor so that the information may be reflected in our real estate portfolio valuation. Events may transpire that, for a period of time, are unknown to us or the Independent Valuation Advisor that may affect the value of a property, and until such information becomes known and is processed, the value of such asset may differ from the

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value used to determine our NAV. In addition, although we may have information that suggests a change in value of a property may have occurred, there may be a delay in the resulting change in value being reflected in our NAV until such information is appropriately reviewed, verified and processed. For example, we may receive an unsolicited offer from an unrelated third party to purchase one of our assets at a price that is materially different than the price included in our NAV. Or, we may be aware of a new lease, lease expiry, or entering into a contract for capital expenditure. Where possible, adjustments generally will be made based on events evidenced by proper final documentation. It is possible that an adjustment to the valuation of a property may occur prior to final documentation if the Independent Valuation Advisor determines that events warrant adjustments to certain assumptions (including probability of occurrence) that materially affect value. However, to the extent that an event has not yet become final based on proper documentation, its impact on the value of the applicable property may not be reflected (or may be only partially reflected) in the calculation of our NAV.

Our NAV and the NAV of our stockholders’ shares may be diluted in connection with this and future securities offerings.

In connection with our public offering, we incur fees and expenses, which will decrease the amount of cash we have available for operations and new investments. In addition, because the prices of shares sold in our public offering will be based on our monthly NAV per share, our public offering may be dilutive if our NAV procedures do not fully capture the value of our shares and/or we do not utilize the proceeds accretively.

In the future we may conduct other offerings of common stock (whether existing or new classes), preferred stock, debt securities or of interests in the Operating Partnership. We may also amend the terms of our public offering. We may structure or amend such offerings to attract institutional investors or other sources of capital. The costs of our public offering and future offerings may negatively impact our ability to pay distributions and our stockholders’ overall return.

Interest rate changes may cause volatility in our monthly NAV.

In accordance with our valuation procedures, we generally will use the fair value of our assets and liabilities related to assets held for sale, if any, to determine our monthly NAV. The fair value of certain of our assets and such liabilities may be very sensitive to interest rate changes, such as fixed rate borrowings and interest rate hedges that are not intended to be held to maturity. As a result, changes in projected forward interest rates may cause volatility in our monthly NAV.

Our stockholders will experience dilution in the net tangible book value of our stockholders’ shares equal to the upfront offering costs associated with their shares.

Our stockholders will incur immediate dilution equal to the upfront costs of the offering associated with the sale of their shares, including with respect to Class T shares sold in the primary offering, upfront selling commissions and dealer manager fees, and with respect to all shares sold in the offering, organization and offering expenses. This means that investors who purchase our shares of common stock will pay a price per share that exceeds the amount available to us to purchase assets and therefore, the value of these assets upon purchase.

Our stockholders may be at a greater risk of loss than the Sponsor or the Advisor since our primary source of capital is funds raised through the sale of shares of our common stock.

Because our primary source of capital is funds raised through the sale of shares of our common stock, any losses that may occur will be borne primarily by our stockholders, rather than by the Sponsor or the Advisor.

Stockholders will not have the benefit of an independent due diligence review in connection with our public offering, which increases the risk of their investment.

Because the Advisor and the Dealer Manager are affiliates of, or otherwise related to, the Sponsor, stockholders will not have the benefit of an independent due diligence review and investigation of the type normally performed by an independent underwriter in connection with a securities offering. This lack of an independent due diligence review and investigation increases the risk of the stockholders’ investment.

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The performance component of the advisory fee is calculated on the basis of the overall investment return provided to holders of Fund Interests over a calendar year, so it may not be consistent with the return on our stockholders’ shares.

The performance component of the advisory fee is calculated on the basis of the overall investment return provided to holders of Fund Interests (i.e., our outstanding shares and OP Units held by third parties) in any calendar year such that the Special Unit Holder, which is a wholly-owned subsidiary of our Advisor, will receive a performance component of the advisory fee equal to the lesser of (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the Hurdle Amount. Therefore, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the Special Unit Holder will receive a performance component equal to 100% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward. The foregoing calculations are performed based on the weighted-average number of outstanding Fund Interests during the year and the weighted-average total return per Fund Interest. The “annual total return amount” referred to above means all distributions paid or accrued per Fund Interest plus any change in NAV per Fund Interest since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance component of the advisory fee as well as ongoing distribution fees (i.e., our ongoing class-specific fees). If the performance component is being calculated with respect to a year in which we complete a Liquidity Event (if any), for purposes of determining the “annual total return amount,” the change in NAV per Fund Interest will be deemed to equal the difference between the NAV per Fund Interest as of the end of the prior calendar year and the value per Fund Interest determined in connection with such Liquidity Event. The “loss carryforward” referred to above will track any negative annual total return amounts from prior years and offset the positive annual total return amount for purposes of the calculation of the performance component of the advisory fee. The loss carryforward was zero as of the effective date of the Advisory Agreement. Therefore, payment of the performance component of the advisory fee (1) is contingent upon the overall return to the holders of Fund Interests exceeding the Hurdle Amount plus the amount of any loss carryforward, (2) will vary in amount based on our actual performance and (3) cannot, in and of itself, cause the overall return to the holders of Fund Interests for the year to be reduced below 5.0%. In addition, if the performance component of the advisory fee is earned for any given year, the Advisor and the Special Unit Holder will not be obligated to return any portion of advisory fees based on our subsequent performance.

As a result of the manner in which the performance component is calculated, as described above, the performance component is not directly tied to the performance of the shares our stockholders purchase, the class of shares they purchase, or the time period during which they own their shares. The performance component may be payable to the Special Unit Holder even if the NAV of a stockholder’s shares at the time the performance component is calculated is below the stockholder’s purchase price, and the thresholds at which increases in NAV count towards the overall return to the holders of Fund Interests are not based on at stockholder’s purchase price. Because of the class-specific allocations of the ongoing distribution fee, which differ among classes, we do not expect the overall return of each class of Fund Interests to ever be the same. However, if and when the performance component of the advisory fee is payable, the expense will be allocated among all holders of Fund Interests ratably according to the NAV of their units or shares, regardless of the different returns achieved by different classes of Fund Interests during the year. Further, our stockholders who redeem their shares during a given year may redeem their shares at a lower NAV per share as a result of an accrual for the estimated performance component of the advisory fee, even if no performance component is ultimately payable to the Special Unit Holder for all or any portion of such calendar year.

The payment of fees and expenses to the Advisor and its affiliates and the Dealer Manager reduces the cash available for distribution and increases the risk that our stockholders will not be able to recover the amount of their investment in our shares.

The Advisor and the Dealer Manager perform services for us, including, among other things, the selection and acquisition of our investments, the management of our assets, the disposition of our assets, the financing of our assets and certain administrative services. We pay the Advisor and its affiliates and the Dealer Manager fees and expense reimbursements for these services, which will reduce the amount of cash available for further investments or distribution to our stockholders.

We will be required to pay substantial compensation to the Advisor and its affiliates or related parties, which may be increased or decreased during our public offering or future offerings by a majority of our board of directors, including a majority of the independent directors.

Subject to limitations in our charter, the fees, compensation, income, expense reimbursements, interest and other payments that we will be required to pay to the Advisor and its affiliates or related parties may increase or decrease during our public offering or future offerings if such change is approved by a majority of our board of directors, including a majority of the independent directors. These payments to the

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Advisor and its affiliates or related parties will decrease the amount of cash we have available for operations and new investments and could negatively impact our ability to pay distributions and our stockholders’ overall return.

We may have difficulty completely funding our distributions with funds provided by cash flows from operating activities; therefore, we may use cash flows from financing activities, which may include borrowings and net proceeds from primary shares sold in our public offering, proceeds from the issuance of shares under our distribution reinvestment plan, or other sources to fund distributions to our stockholders. The use of these sources to pay distributions and the ultimate repayment of any liabilities incurred could adversely impact our ability to pay distributions in future periods, decrease the amount of cash we have available for operations and new investments and/or potentially impact the value or result in dilution of our stockholders’ investment by creating future liabilities, reducing the return on their investment or otherwise.

Until the proceeds from our public offering are fully invested, and from time to time thereafter, we may not generate sufficient cash flows from operating activities, as determined on a GAAP basis, to fully fund distributions to our stockholders. To date, we have funded, and expect to continue to fund, distributions to our stockholders, with cash flows from financing activities, which may include borrowings and net proceeds from primary shares sold in our public offering, proceeds from the issuance of shares under our distribution reinvestment plan, proceeds from the sales of assets, or from our cash balances. Our charter does not prohibit our use of such sources to fund distributions. We may be required to fund distributions from a combination of some of these sources if our investments fail to perform as anticipated, if expenses are greater than expected or as a result of numerous other factors. We have not established a cap on the amount of our distributions that may be paid from any of these sources. Using certain of these sources may result in a liability to us, which would require a future repayment. For the year ended December 31, 2022, approximately 52.6% of our total gross distributions were paid from cash flows from operating activities, as determined on a GAAP basis and 47.4% of our total gross distributions were funded with proceeds from shares issued pursuant to our distribution reinvestment plan.

The use of the sources described above for distributions and the ultimate repayment of any liabilities incurred, as well as the payment of distributions in excess of our FFO, could adversely impact our ability to pay distributions in future periods, decrease the amount of cash we have available for operations and new investments and reduce our stockholders’ overall return and adversely impact and dilute the value of their investment in shares of our common stock. To the extent distributions in excess of current and accumulated earnings and profits (i) do not exceed a stockholder’s adjusted basis in our stock, such distributions will not be taxable to a stockholder, but rather a stockholder’s adjusted basis in our stock will be reduced; and (ii) exceed a stockholder’s adjusted tax basis in our stock, such distributions will be included in income as long-term capital gain if the stockholder has held its shares for more than one year and otherwise as short-term capital gain.

In addition, the Advisor or its affiliates could choose to receive shares of our common stock or interests in the Operating Partnership in lieu of cash or deferred fees or the repayment of advances to which they are entitled, and the issuance of such securities may dilute our stockholders’ investment in shares of our common stock.

There is very limited liquidity for our shares of common stock. If we do not effect a Liquidity Event, it will be very difficult for our stockholders to have liquidity for their investment in shares of our common stock.

Although we presently intend to operate on a perpetual basis with an ongoing offering and share redemption program, in the future we may also consider various Liquidity Events and, given that our investment strategy is focused on a single asset class, it is possible that an opportunity to execute a Liquidity Event could arise. There can be no assurance that we will ever seek to effect, or be successful in effecting, a Liquidity Event. Our charter does not require us to pursue a Liquidity Event or any transaction to provide liquidity to our stockholders. If we do not effect a Liquidity Event, it will be very difficult for our stockholders to have liquidity for their investment in shares of our common stock other than limited liquidity through any share redemption program.

We currently do not have research analysts reviewing our performance.

We do not have research analysts reviewing our performance or our securities on an ongoing basis. Therefore, we do not have an independent review of our performance and value of our common stock relative to publicly traded companies.

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Our investors may be at a greater risk of loss than the Advisor and members of our management team.

We have taken certain actions to increase the stock ownership in our Company by our management team, the Advisor and our directors over the past couple of years, including the implementation of certain stock-based awards. The current level of ownership by management may be less than the management teams of other public real estate companies and, as a result, our investors may be at a greater risk of loss than the Advisor and other members of our management, especially as compared to these other companies in which stock ownership by management and directors may be significantly greater.

The availability and timing of cash distributions to our stockholders is uncertain.

We bear all expenses incurred in our operations, which are deducted from cash funds generated by operations prior to computing the amount of cash from operations available for distributions to our stockholders. In addition, there are ongoing distribution fees payable on Class T shares and Class D shares, which will reduce the amount of cash available for distribution to holders of Class T shares and Class D shares. Distributions could also be negatively impacted by the failure to deploy available cash on an expeditious basis, the inability to find suitable investments that are not dilutive to distributions, potential poor performance of our investments, an increase in expenses for any reason (including expending funds for redemptions in excess of the proceeds from our distribution reinvestment plan) and due to numerous other factors. Any request by the holders of our OP Units to redeem some or all of their OP Units for cash may also impact the amount of cash available for distribution to our stockholders. In addition, our board of directors, in its discretion, may retain any portion of such funds for working capital. There can be no assurance that sufficient cash will be available to make distributions to our stockholders or that the amount of distributions will increase and not decrease over time. Should we fail for any reason to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain), we would not qualify for the favorable tax treatment accorded to REITs.

If we internalize our management functions, the percentage of our outstanding shares of common stock owned by our other stockholders could be reduced, we could incur other significant costs associated with being self-managed, and any internalization could have other adverse effects on our business and financial condition.

At some point in the future, we may internalize the functions performed for us by the Advisor. The method by which we could internalize these functions could take many forms. We may hire our own group of executives and other employees or we may acquire the Advisor or its assets, including its existing workforce. Any internalization transaction could result in significant payments to the owners of the Advisor, including in the form of our stock which could reduce the percentage ownership of our then existing stockholders and concentrate ownership in the Sponsor. In addition, there is no assurance that internalizing our management functions will be beneficial to us and our stockholders. For example, we may not realize the perceived benefits because of the costs of being self-managed or we may not be able to properly integrate a new staff of managers and employees or we may not be able to effectively replicate the services provided previously by the Advisor or its affiliates. Internalization transactions have also, in some cases, been the subject of litigation. Even if these claims are without merit, we could be forced to spend significant amounts of money defending claims which would reduce the amount of funds available for us to invest in real estate assets or to pay distributions.

If another investment program, whether sponsored by the Sponsor or otherwise, hires the current executives or key personnel of the Advisor in connection with an internalization transaction or otherwise, or if we were to internalize our management but cannot retain some or all of our current executives or key personnel of the Advisor, our ability to conduct our business may be adversely affected.

We will rely on key personnel of the Advisor to manage our day-to-day operating and acquisition activities. In addition, all of our current executives and other key personnel of the Advisor may provide services to one or more other investment programs, including other public investment programs sponsored or advised by affiliates of the Sponsor. These programs or third parties may decide to retain or hire some or all of our current executives and the Advisor’s other key personnel in the future through an internalization transaction or otherwise. If this occurs, we may not be able to retain some or all of our current executives and other key personnel of the Advisor who are most familiar with our business and operations, thereby potentially adversely impacting our business. If we were to effectuate an internalization of the Advisor, we may not be able to retain all of the current executives and the Advisor’s other key personnel or to maintain a relationship with the Sponsor, which also may adversely affect our ability to conduct our business.

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We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of an investment in shares of our common stock.

Under our charter, we have a limitation on borrowing which precludes us from borrowing in excess of 300% of the value of our net assets, provided that we may exceed this limit if a higher level of borrowing is approved by a majority of our independent directors. High debt levels could cause us to incur higher interest charges, could result in higher debt service obligations, could be accompanied by restrictive covenants, and generally could make us subject to the risks associated with higher leverage. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of an investment in shares of our common stock.

Black Creek Group was acquired by Ares in July 2021 and we could face challenges related to the integration of Black Creek into the business, operations and corporate culture of Ares, the allocation of corporate resources, and the retention of Black Creek personnel, which could adversely impact our business and reduce the synergies that we expect to benefit from as a result of the transaction.

On July 1, 2021, Ares closed on the acquisition of Black Creek Group’s U.S. real estate investment advisory and distribution business, including our former advisor, BCI IV Advisors LLC. The integration of Black Creek Group into the business of Ares could present challenges that are often encountered by the surviving companies of similar corporate transactions (e.g., issues involving the integration of corporate cultures or infrastructure), in addition to unanticipated challenges, which could divert time and attention away from the activities of our Company.  

Some former employees of Black Creek Group, in their capacities at Ares, are expected to work on new projects or accounts that they were not involved in when Black Creek was a standalone business.  As a result of the transaction and related integration of certain Black Creek personnel, conflicts may arise in the allocation of certain personnel and other resources.  Different entities and persons may be performing different roles and devoting different levels of attention to our Company as compared to the individuals and entities performing these functions prior to the closing of the transaction.

There will not be a complete overlap in the team of management professionals, and the roles of various team members, as between our Company and prior investment vehicles sponsored by Ares and Black Creek Group, respectively.  Investors should consider this when reviewing historical information about our Sponsor in this prospectus.

RISKS RELATED TO OUR GENERAL BUSINESS OPERATIONS AND OUR CORPORATE STRUCTURE

If we are delayed in finding or unable to find suitable investments, we may not be able to achieve our investment objectives and make distributions to our stockholders.

We could suffer from delays in identifying suitable investments due to, among other factors, competition we face for real property investments from other REITs and institutional investors, as well as from certain other entities sponsored or advised by affiliates of the Sponsor, which may have greater financial resources than we do, may be able to accept more risk than we can and may possess other significant competitive advantages over us, including a lower cost of capital. Because we are conducting our public offering on a “best efforts” basis over time, our ability to commit to purchase specific assets will also depend, in part, on the amount of proceeds we have received at a given time. If we are delayed in finding or unable to find suitable investments, we may not be able to achieve our investment objectives, make distributions to our stockholders or continue to fund distributions from sources other than cash flows from operating activities. In addition, such delays in our ability to find suitable investments would increase the length of time that offering proceeds are held in short term liquid investments that are expected to only produce minimal returns.

We anticipate that our investments will continue to be concentrated in the industrial real estate sector and primarily in the largest distribution and logistics markets in the U.S., and our business could be adversely affected by an economic downturn in that sector or in those geographic areas.

We anticipate that our investments will continue to be concentrated in the industrial real estate sector and primarily in the largest distribution and logistics markets in the U.S. Such industry concentration may expose us to the risk of economic downturns in this sector, such as downturns that may result from economic uncertainty with respect to imports and international trade or changes to trade agreements, to a greater extent than if our business activities included investing a more significant portion of the net proceeds of our public offering in other sectors of the real estate industry; and such market concentrations may expose us to the risk of economic downturns in these areas. As of December 31, 2022, 10.0% of our total annualized base rent of properties was concentrated in the New Jersey market.

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As a result of this geographic concentration, our business is dependent on the economy in this market generally, and on the respective markets for industrial property demand in particular, which could expose us to greater economic risks than if we were invested in a more geographically diverse portfolio. In addition, if our customers are concentrated in any particular industry, any adverse economic developments in such industry could expose us to additional risks. These concentration risks could negatively impact our operating results and affect our ability to make distributions to our stockholders.

Compliance with the SEC’s Regulation Best Interest by participating broker dealers may negatively impact our ability to raise capital in this offering, which would harm our ability to achieve our investment objectives.

Commencing June 30, 2020, broker dealers are required to comply with Regulation Best Interest, which, among other requirements, establishes a new standard of conduct for broker dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. The full impact of Regulation Best Interest on participating broker dealers cannot be determined at this time, and it may negatively impact whether participating broker dealers and their associated persons recommend this offering to certain retail customers. In particular, under SEC guidance concerning Regulation Best Interest, a broker dealer recommending an investment in our shares should consider a number of factors, including but not limited to cost and complexity of the investment and reasonably available alternatives in determining whether there is a reasonable basis for the recommendation. Broker dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe it is in the best interest of a particular retail customer. However, if broker dealers instead choose alternatives to our shares, many of which likely exist, our ability to raise capital may be adversely affected. If Regulation Best Interest reduces our ability to raise capital in this offering, it would harm our ability to further expand and diversify our portfolio of investments, as well as our ability to achieve our investment objectives.

Inflation, rising interest rates or deflation may adversely affect our financial condition and results of operations.

We are affected by the fiscal and monetary policies of the United States Government and its agencies, including the policies of the Federal Reserve, which regulates the supply of money and credit in the United States. Changes in fiscal and monetary policies are beyond our control and are difficult to predict. In an effort to combat rising inflation levels, the Federal Reserve steadily began increasing the target federal funds rate in the first quarter of 2022, in seven consecutive rate hikes, including, four straight three-quarter point increases, and announced that it would continue to do so in 2023. Changes in the federal funds rate as well as the other policies of the Federal Reserve affect interest rates, which may have a significant impact on our financial condition.

The Federal Reserve’s action, coupled with other macroeconomic factors, may trigger a recession in the United States, globally, or both. Increased inflation and interest rates could have an adverse impact on our floating rate mortgages, our ability to borrow money, and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Increases in the costs of owning and operating our properties due to inflation could reduce our net operating income and our NAV to the extent such increases are not reimbursed or paid by our customers. If we are materially impacted by increasing inflation because, for example, inflationary increases in costs are not sufficiently offset by the contractual rent increases and operating expense reimbursement provisions or escalations in the leases with our customers, we may implement measures to conserve cash or preserve liquidity. Such measures could include deferring investments, reducing or suspending the number of shares redeemed under our share redemption program and reducing or suspending distributions we make to our stockholders, which may adversely and materially affect our net operating income and NAV. In addition, due to rising interest rates, we may experience restrictions in our liquidity based on certain financial covenant requirements as well as our inability to refinance maturing debt in part or in full as it comes due depending on rates at such time and higher debt service costs and reduced yields relative to cost of debt. If we are unable to find alternative credit arrangements or other funding in a high interest environment, our business needs may not be adequately met.

In addition, customers and potential customers of our properties may be adversely impacted by inflation and rising interest rates, which could negatively impact our customers’ ability to pay rent and demand for our properties. Such adverse impacts on our customers may cause increased vacancies, which may add pressure to lower rents and increase our expenditures for re-leasing. Inflation could also have an adverse effect on consumer spending, which could impact our customers’ operations and, in turn, demand for our properties. Conversely, deflation could lead to downward pressure on rents and other sources of income.

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We are dependent on customers for revenue and our inability to lease our properties or to collect rent from our customers will adversely affect our results of operations and returns to our stockholders.

Our revenues from our real property investments are dependent on our ability to lease our real properties and on the creditworthiness of our customers and would be adversely affected by the loss of or default by significant customers. Much of our customer base is comprised of non-rated and non-investment grade customers. The success of our real properties depends on the financial stability of such customers. The financial results of our customers can depend on several factors, including but not limited to the general business environment, interest rates, inflation, the availability of credit, taxation and overall consumer confidence. In addition, our ability to increase our revenues and operating income partially depends on steady growth of demand for the products and services offered by the customers located in the assets that we own and manage. A drop in demand, as a result of a slowdown in the U.S. and global economy or otherwise, could result in a reduction in performance of our customers and consequently, adversely affect our results of operations, NAV and returns to our stockholders. If indicators of impairment exist in any of our real properties, for example, we experience negative operating trends such as prolonged vacancies or operating losses, we may not recover some or all of our investment.

Lease payment defaults by customers could impact operating results, causing us to lower our NAV, reduce the amount of distributions to our stockholders, or could force us to find an alternative source of funding to pay any mortgage loan interest or principal, taxes, or other obligations relating to the property. In the event of a customer default, we may also experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing our property. If a lease is terminated, the value of the property may be immediately and negatively affected and we may be unable to lease the property for the rent previously received or at all or sell the property without incurring a loss.

As of December 31, 2022, our top five customers represented 16.8% of our total annualized base rent of our portfolio, our top ten customers represented 22.0% of our total annualized base rent of our portfolio and there was one customer that individually represented more than 5.0% of our total annualized base rent of our portfolio. Our results of operations are currently substantially dependent on our top customers, and any downturn in their businesses could have a material adverse effect on our operations. In addition, certain of our properties are occupied by a single customer, and as a result, the success of those properties depends on the financial stability of that customer. Adverse impacts to such customers, businesses or operators, including as a result of changes in market or economic conditions, natural disasters, outbreaks of an infectious disease, pandemic or any other serious public health concern, political events or other factors that may impact the operation of these properties, may have negative effects on our business and financial results. As a result, some of our customers have been, and may in the future be, required to suspend operations at our properties for what could be an extended period of time. Further, if such customers default under their leases, we may not be able to promptly enter into a new lease or operating arrangement for such properties, rental rates or other terms under any new leases or operating arrangement may be less favorable than the terms of the current lease or operating arrangement or we may be required to make capital improvements to such properties for a new customer, any of which could adversely impact our operating results.

A global economic slowdown, a recession or declines in real estate values could impair our investments and have a significant adverse effect on our business, financial condition and results of operations.

Geopolitical instability, including the conflict between Russia and Ukraine, actual and potential shifts in U.S. and foreign, trade, economic and other policies, and rising trade tensions between the United States and China, as well as other global events have significantly increased macroeconomic uncertainty at a global level. The current macroeconomic environment is characterized by record-high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk. Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. There is no assurance that market disruptions, including the increased cost of funding for certain governments and financial institutions, will not impact the global economy. The risks associated with our business are more severe during periods of economic slowdown or recession and if these periods are accompanied by declining real estate values, our business can be materially adversely affected.

We believe the risks associated with our business are more severe during periods of economic downturn if these periods are accompanied by declining values in real estate. For example, a prolonged economic downturn could negatively impact our property investments as a result of increased customer delinquencies and/or defaults under our leases, generally lower demand for rentable space, potential oversupply of rentable space leading to increased concessions, and/or tenant improvement expenditures, or reduced rental rates to maintain occupancies. Our operations could be negatively affected to a greater extent if an economic downturn occurs, is prolonged or becomes

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more severe, which could significantly harm our revenues, results of operations, financial condition, liquidity, business prospects and our ability to make distributions to our stockholders.

Moreover, concerns over the United States’ debt ceiling and budget-deficit have increased the possibility of downgrades by rating agencies to the U.S. government’s credit rating, which could cause interest rates and borrowing costs to rise further, negatively impacting both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. Market conditions may also make it difficult for us to extend the maturity of or refinance our existing indebtedness or to access or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business.

We are highly dependent on the information systems of Ares and systems failures could significantly disrupt our business, which may, in turn, negatively affect our operating results and our ability to pay distributions.

Our business is highly dependent on communications and information systems of Ares. Any failure or interruption of Ares’ systems could cause delays or other problems in our business, which could have a material adverse effect on our operating results and negatively affect our ability to pay distributions to our stockholders.

Our business could be adversely affected by the effects of health pandemics or epidemics, including the ongoing COVID-19 pandemic.

Our business could be adversely affected by the effects of health pandemics or epidemics, including the ongoing COVID-19 global pandemic, the evolution of which continues to be uncertain. As the COVID-19 pandemic continues to evolve, its ultimate impact on our business is subject to change. A severe outbreak of COVID-19 or another pandemic can disrupt our business and adversely materially impact our financial condition, results of operations and ability to pay distributions to our stockholders. The extent of the impact from COVID-19 on the commercial real estate sector has varied dramatically across real estate property types and markets, with certain property segments such as hospitality, gaming, shopping malls, senior housing, and student living being impacted particularly hard last year. While not immune to the effects of COVID-19, we did not incur significant disruptions during the years ended December 31, 2022 or 2021 from the COVID-19 pandemic, however, any resurgence of the COVID-19 pandemic or other epidemics may negatively impact our results of operations, financial condition, NAV and cash flows.

Yields on and safety of deposits may be lower due to the extensive decline in the financial markets.

Until we invest the proceeds of the offerings in properties, debt and other investments, we generally plan to hold those funds in permitted investments. Subject to applicable REIT rules, such investments include money market funds, bank money market accounts and CDs or other accounts at third-party depository institutions. Continuous or unusual declines in the financial markets may result in a loss of some or all of these funds. In particular, during times of economic distress, money market funds have experienced intense redemption pressure and have had difficulty satisfying redemption requests. As such, we may not be able to access the cash in our money market investments. In addition, income from these investments is minimal.

The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments.

We will seek to diversify our excess cash and cash equivalents among several banking institutions in an attempt to minimize exposure to any one of these entities. However, the Federal Deposit Insurance Corporation generally only insures amounts up to $250,000 per depositor per insured bank. It is likely that we will have cash and cash equivalents and restricted cash deposited in certain financial institutions substantially in excess of federally insured levels. If any of the banking institutions in which we deposit funds ultimately fails, we may lose our deposits over $250,000. The loss of our deposits could reduce the amount of cash we have available to distribute or invest and could result in a decline in the value of our stockholders’ investment.

Terrorist attacks and other acts of violence, civilian unrest, military conflict, or war may affect the markets in which we operate, our operations and our profitability.

Terrorist attacks and other acts of violence, civilian unrest, military conflict or war may negatively affect our operations and our stockholders’ investment. We may acquire real estate assets located in areas that are susceptible to attack. In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business. These events may directly impact the value of our assets through

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damage, destruction, loss or increased security costs. Although we may obtain terrorism insurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Further, certain losses resulting from these types of events are uninsurable or not insurable at reasonable costs.

More generally, any terrorist attack, other act of violence or war, including military conflicts, such as the escalating conflict between Russia and Ukraine, could result in increased volatility in, or damage to, the worldwide financial markets and economy. This risk may be magnified in the case of the conflict between Russia and Ukraine, due to the significant sanctions and other restrictive actions taken against Russia by the U.S. and other countries in response to Russia’s February 2022 invasion of Ukraine, as well as the cessation of all business in Russia by many global companies. Increased economic volatility and trade restrictions could adversely affect our customers’ ability to pay rent on their leases or our ability to borrow money or issue capital stock at acceptable prices and have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations or the operations of the Advisor, the Dealer Manager, our transfer agent or any other party that provides us with services essential to our operations, which could negatively impact our business, financial condition and operating results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us or the Advisor, the Dealer Manager, our transfer agent or any other party that provides us with services essential to our operations. A cyber incident may be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state affiliated actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The efficient operation of our business is dependent on computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, all of which are potentially vulnerable to security breaches and cyber incidents or other data security breaches. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems or those of the Advisor, the Dealer Manager, our transfer agent or any other party that provides us with services for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-states or nation-state affiliated actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, fines or penalties, investigations, increased cybersecurity protection and insurance costs, litigation, and damage to our business relationships and reputation, causing our business and results of operations to suffer.

The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. As reliance on technology has increased, so have the risks posed to our information systems, those provided by service providers, and the information systems of such service providers. The Adviser has implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Moreover, our systems, servers and platforms and those of our third-party service providers may be vulnerable to computer viruses or physical or electronic break-ins and similar disruptions that our or their security measures may not detect, which could cause system interruptions, website slowdown or unavailability, delays in communication or loss of data. Accordingly, we and our service providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us and our service providers to entirely mitigate this risk. We may need to expend significant resources and make significant capital investment to protect against security breaches or to mitigate the impact of any such breaches. There can be no assurance that we or our third party service providers will be successful in preventing cyber-attacks or successfully mitigate their effects. Cybersecurity risks require continuous and increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately address such risks. Such attention diverts time and other resources from other activities and there is no assurance that our efforts will be effective.

In addition, cybersecurity has become a top priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. In particular, state and federal laws and

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regulations related to cybersecurity compliance continue to evolve and change, which may require substantial investments in new technology, software and personnel, which could affect our profitability. These changes may also result in enhanced and unforeseen consequences for cyber-related breaches and incidents, which may further adversely affect our profitability. If we fail to comply with the relevant laws and regulations, we could suffer financial loss, a disruption of our business, liability to investors, regulatory intervention or reputational damage.

Our board of directors determines our major policies and operations which increases the uncertainties faced by our stockholders.

Our board of directors determines our major policies, including our policies regarding acquisitions, dispositions, financing, growth, debt capitalization, REIT qualification, listing, redemptions and distributions. Our board of directors may amend or revise these and other policies without providing notice to or obtaining the consent of our stockholders, which could result in investments that are different than those described in our prospectus. Under the Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board of directors’ broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks our stockholders face, especially if our board of directors and our stockholders disagree as to what course of action is in our stockholders’ best interests.

Our board of directors adopted a delegation of authority policy and pursuant to such policy, has established the Combined Industrial Advisors Committee, which is not a committee of our board of directors, but consists of certain of our officers and officers of the Advisor.  Our board of directors has delegated to the Combined Industrial Advisors Committee certain responsibilities with respect to certain acquisition, disposition, leasing, capital expenditure and borrowing decisions, which may result in our making riskier investments and which could adversely affect our results of operations, financial condition, NAV and cash flows.

Our board of directors has delegated to the Combined Industrial Advisors Committee the authority to execute certain transactions and make certain decisions on our behalf. The Combined Industrial Advisors Committee has the authority to approve certain transactions, including acquisitions, dispositions and leases, as well as to make decisions with respect to capital expenditures and borrowings, in each case so long as such investments and decisions meet certain board-approved parameters (that include limitations regarding the dollar amount of the transactions, among others) and are consistent with the requirements of our charter. There can be no assurance that the Combined Industrial Advisors Committee will be successful in applying any strategy or discretionary approach to our investment activities pursuant to this delegation of authority. Our board of directors will review the investment decisions made pursuant to this delegation of authority periodically. The prior approval of our board of directors or a committee of our independent directors will be required as set forth in our charter (including for transactions with affiliates of the Advisor) or for transactions or decisions that are outside of the board-approved parameters placed on this delegation of authority. Transactions entered into and decisions made by the Combined Industrial Advisors Committee on our behalf may be costly, difficult or impossible to unwind if our board of directors later reviews them and determines that they should not have been entered into or made.

Tax protection agreements could limit our ability to sell or otherwise dispose of property contributed to the Operating Partnership.

In connection with contributions of property to the Operating Partnership, our Operating Partnership may enter into a tax protection agreement with the contributor of such property that provides that if we dispose of any interest in the contributed property in a taxable transaction within a certain time period, subject to certain exceptions, we may be required to indemnify the contributor for its tax liabilities attributable to the built in gain that exists with respect to such property interests, and the tax liabilities incurred as a result of such tax protection payment. Therefore, although it may be in our stockholders’ best interests that we sell the contributed property, it may be economically prohibitive for us to do so because of these obligations or similar considerations.

Tax protection agreements may require our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.

Under a tax protection agreement, our Operating Partnership may provide the contributor of property the opportunity to guarantee debt or enter into a deficit restoration obligation. If we fail to make such opportunities available, we may be required to deliver to such contributor a cash payment intended to approximate the contributor’s tax liability resulting from our failure to make such opportunities available to that contributor and the tax liabilities incurred as a result of such tax protection payment. These obligations may require the Operating Partnership to maintain more or different indebtedness than we would otherwise require for our business.

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Certain provisions in the partnership agreement of the Operating Partnership may delay, defer or prevent an unsolicited acquisition of us or a change of our control.

Provisions in the partnership agreement of the Operating Partnership may delay, defer or prevent an unsolicited acquisition of us or a change of our control. These provisions include, among others:

● redemption rights of qualifying parties;

● a requirement that we may not be removed as the general partner of the operating partnership without our consent;

● transfer restrictions on our OP Units;

● our ability, as general partner, in some cases, to amend the partnership agreement without the consent of the limited partners; and

● the right of the limited partners to consent to transfers of the general partnership interest and mergers under specified circumstances.

These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or a change of our control, although some stockholders might consider such proposals, if made, desirable. Our charter and bylaws, the partnership agreement of the Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our common stock or that our stockholders otherwise might believe to be in their best interests.

Our UPREIT structure may result in potential conflicts of interest with limited partners in the Operating Partnership whose interests may not be aligned with those of our stockholders.

Limited partners in the Operating Partnership have the right to vote on certain amendments to the tenth amended and restated limited operating partnership agreement of the Operating Partnership, or the “Operating Partnership Agreement,” as well as on certain other matters. Persons holding such voting rights may exercise them in a manner that conflicts with our stockholders’ interests. In addition, conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and the Operating Partnership or any partner thereof, on the other hand. Our directors and officers have duties to our company and our stockholders under Maryland law in connection with their management of our company.

We may acquire co-ownership interests in property that are subject to certain co-ownership agreements which may have an adverse effect on our results of operations, relative to if the co-ownership agreements did not exist.

We may acquire co-ownership interests, especially in connection with the Operating Partnership’s potential private placements, such as tenancy-in-common interests in property, interests in Delaware statutory trusts that own property and/or similar interests, which are subject to certain co-ownership agreements. The co-ownership agreements may limit our ability to encumber, lease, or dispose of our co-ownership interest. Such agreements could affect our ability to turn our investments into cash and could affect cash available for distributions to our stockholders. The co-ownership agreements could also impair our ability to take actions that would otherwise be in the best interest of our stockholders and, therefore, may have an adverse effect on our results of operations, relative to if the co-ownership agreements did not exist.

The Operating Partnership’s private placements of beneficial interests in specific Delaware statutory trusts under our DST Program could cause our leverage ratio to increase or subject us to liabilities from litigation or otherwise.

We, through the Operating Partnership, have commenced a program to raise capital in private placements exempt from registration under Section 506(b) of the Securities Act through the sale of beneficial interests in specific Delaware statutory trusts holding real properties, including properties currently indirectly owned by the Operating Partnership. These interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 of the Code. All of the interests sold to investors pursuant to such private placements will be leased-back by the Operating Partnership or a wholly owned subsidiary thereof, as applicable, and fully guaranteed by the Operating Partnership, although there can be no assurance that the Operating Partnership can or will fulfill

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these guarantee obligations. Additionally, the Operating Partnership will be given a fair market value purchase option (the “FMV Option”) giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trust from the investors at a later time in exchange for OP Units. In the event the Operating Partnership elects not to exercise the FMV Option our leverage ratio could increase based on remaining master lease obligations. This may result in both increased costs to us and a negative impact on our overall debt covenants. In addition, in the event the Operating Partnership elects not to exercise the FMV Option and the DST Property is sold to a third party, the master lease will terminate, triggering an obligation on the part of a subsidiary of the Operating Partnership, as master tenant, to pay to the trust an amount equal to the positive difference, if any, between the fair market value of the DST Property with the master lease in place as if such automatic termination had not occurred, and the gross purchase price to be paid by the third party buyer to the trust to acquire the DST Property. However, if the gross purchase price for the DST Property exceeds the fair market value of the DST Property subject to the master lease, no payment to the trust by the master tenant will be required. Further, investors who acquired interests pursuant to such private placements may have been seeking certain tax benefits that depend on the interpretation of, and compliance with, federal and state income tax laws and regulations. As the general partner of the Operating Partnership, we may become subject to liability, from litigation or otherwise, as a result of such transactions, including in the event an investor fails to qualify for any desired tax benefits.

The Operating Partnership’s private placements of beneficial interests in specific Delaware statutory trusts under our DST Program will not shield us from risks related to the performance of the real properties held through such structures.

Pursuant to the DST Program, the Operating Partnership intends to place certain of its existing real properties and/or acquire new properties to place into specific Delaware statutory trusts and then sell interests, via its taxable REIT subsidiary (TRS), in such trusts to third-party investors. We will hold long-term leasehold interests in the property pursuant to master leases that are fully guaranteed by our Operating Partnership, while the third-party investors indirectly hold some or all of the interests in the real estate. There can be no assurance that the Operating Partnership can or will fulfill these guarantee obligations. Although we will hold the FMV Option to reacquire the real estate through a purchase of interests in the Delaware statutory trust, the purchase price will be based on the then-current fair market value of the third-party investor’s interest in the real estate, which will be greatly impacted by the rental terms fixed by the long-term master lease. Under the lease we are responsible for subleasing the property to occupying customers until the earlier of the expiration of the master lease or our exercise of the FMV Option, which means that we bear the risk that the underlying cash flow from the property and all capital expenditures may be less than the master lease payments at such time. Therefore, even though we will no longer own the underlying real estate, because of the fixed terms of the long-term master lease guaranteed by our Operating Partnership, negative performance by the underlying properties could affect cash available for distributions to our stockholders and will likely have an adverse effect on our results of operations and NAV.

We may own beneficial interests in trusts owning real property that will be subject to the agreements under our DST Program, which may have an adverse effect on our results of operations, relative to if the DST Program agreements did not exist.

In connection with the launch of our DST Program, we may own beneficial interests in trusts owning real property that are subject to the terms of the agreements provided by our DST Program. The DST Program agreements may limit our ability to encumber, lease or dispose of our beneficial interests. Such agreements could affect our ability to turn our beneficial interests into cash and could affect cash available for distributions to our stockholders. The DST Program agreements used in connection with the DST Program could also impair our ability to take actions that would otherwise be in the best interests of our stockholders and, therefore, may have an adverse effect on our results of operations and NAV, relative to if the DST Program agreements did not exist.

Properties that are placed into the DST Program and later reacquired may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such properties for other purposes such as paying down debt, distributions, or additional investments.

Properties that are placed into the DST Program (the “DST Program Asset”) may later be reacquired through exercise of the option granted to our Operating Partnership. In such cases the investors who become limited partners in the Operating Partnership (the “DST Investors”) will generally remain tied to the applicable DST Program Asset in terms of basis and built-in-gain. As a result, if the applicable DST Program Asset is subsequently sold, unless we effectuate a like-kind exchange under Section 1031 of the Code, then tax will be triggered on the DST Investors’ built-in-gain. Although we are not contractually obligated to do so, we have generally sought to execute 1031 exchanges in such situations rather than trigger gain. Any replacement property acquired in connection with a 1031 exchange will similarly be tied to the DST Investors with similar considerations if such replacement property ever is sold. As a result of these factors, placing properties into the DST Program may limit our ability to access liquidity from such properties or replacement properties through sale

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without triggering taxes due to the built-in-gain tied to DST Investors. Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, paying distributions, funding redemptions or making additional investments.

Investors who use DST Investor Loans to acquire interests in Delaware Statutory Trusts as part of the DST Program may default on such loans.

As part of the DST Program, the AIREX Lender will provide DST Program Loans to certain DST Program investors who acquire interests in Delaware Statutory Trusts.  DST Program Loans will be secured by the DST Program Investor’s interests in the Delaware Statutory Trust acquired using the DST Program Loan, and will be non-recourse to the borrowing DST Program investor subject to commercially customary recourse carveouts. We may suffer losses if the fair market value of the asset underlying the DST interests acquired by the DST Program investor declines after the DST Program investor borrowing with respect to a DST Program Loan, or if there is otherwise a default on a DST Program Loan. 

If we invest in a limited partnership as a general partner, we could be responsible for all liabilities of such partnership.

We may invest in limited partnership entities through joint ventures or other co-ownership arrangements, in which we acquire all or a portion of our interest in such partnership as a general partner. Such general partner status could expose us to all the liabilities of such partnership. Additionally, we may take a non-managing general partner interest in the limited partnership, which would limit our rights of management or control over the operation of the partnership but would still make us potentially liable for all liabilities of the partnership. Therefore, we may be held responsible for all of the liabilities of an entity in which we do not have full management rights or control, and our liability may be greater than the amount or value of our initial, or then current, investment in the entity.

Cash redemptions to holders of OP Units will reduce cash available for distribution to our stockholders or to honor their redemption requests under our share redemption program.

The holders of OP Units (other than us and including both third parties and affiliates of the Sponsor) generally have the right to cause the Operating Partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of our common stock, cash, or a combination of both. Our election to redeem OP Units for cash may reduce funds available for distribution to our stockholders or to honor our stockholders’ redemption requests under our share redemption program.

We may be limited or restricted in engaging in like-kind exchanges.

We may dispose of properties in transactions intended to qualify as like-kind exchanges under the Code. Such like-kind exchanges are intended to result in the deferral of gain for U.S. federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could require us to pay U.S. federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transaction.

Maryland law and our organizational documents limit our stockholders’ rights to bring claims against our officers and directors.

Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter provides that, subject to the applicable limitations set forth therein or under Maryland law, no director or officer will be liable to us or our stockholders for monetary damages. Our charter also provides that we will generally indemnify and advance expenses to our directors, our officers, the Advisor and its affiliates for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. Moreover, we have entered into separate indemnification agreements with each of our officers and directors. As a result, we and our stockholders have more limited rights against these persons than might otherwise exist under common law.

In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our charter provides that we may not indemnify our directors, the Advisor and its affiliates for any liability or loss suffered by them or hold our directors, the Advisor and its affiliates harmless for any liability or loss suffered by us unless they have determined that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of

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negligence or misconduct by our non-independent directors, the Advisor and its affiliates or gross negligence or willful misconduct by our independent directors, and the indemnification or agreement to hold harmless is recoverable only out of our net assets or the proceeds of insurance and not from our stockholders.

We may issue preferred stock, additional shares of common stock or other classes of common stock, which issuance could adversely affect the holders of our common stock issued pursuant to our public offering.

Holders of our common stock do not have preemptive rights to any shares issued by us in the future. We may issue additional shares of common stock, without stockholder approval, including through the declaration of stock dividends, at a price which could dilute the value of existing stockholders’ shares. Further, we may issue, without stockholder approval, preferred stock or other classes of common stock with voting and conversion rights which could adversely affect the voting power of the common stockholders and with rights that could dilute the value of our stockholders’ shares of common stock. This would increase the number of stockholders entitled to distributions without simultaneously increasing the size of our asset base. Under our charter, we have authority to issue a total of 1.7 billion shares of capital stock. Of the total number of shares of capital stock authorized (a) 1.5 billion shares are designated as common stock, including 225.0 million classified as Class I shares, 1.2 billion classified as Class T shares and 75.0 million classified as Class D shares, and (b) 200.0 million shares are designated as preferred stock. Our board of directors may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series that we have authority to issue without stockholder approval. Investors will also experience dilution if we issue equity compensation pursuant to our equity incentive plans, issue shares or OP Units to the Advisor in lieu of cash payments or reimbursements under the Advisory Agreement, or redeem OP Units for shares of common stock. In addition, we may cause the Operating Partnership to issue a substantial number of additional OP Units in order to raise capital in relation to the DST Program or otherwise, acquire properties, consummate a merger, business combination or another significant transaction. OP Units may generally be converted into shares of our common stock, thereby diluting the percentage ownership interest of other stockholders. Ultimately, any additional issuance by us of equity securities or by the Operating Partnership of OP Units will dilute our stockholders’ indirect interest in the Operating Partnership, through which we own all of our interests in our investments. If we ever created and issued preferred stock with a distribution preference over common stock, payment of any distribution preferences of outstanding preferred stock would reduce the amount of funds available for the payment of distributions on our common stock. Further, holders of preferred stock are normally entitled to receive a preference payment in the event we liquidate, dissolve or wind up before any payment is made to our common stockholders, likely reducing the amount common stockholders would otherwise receive upon such an occurrence. Holders of preferred stock or new classes of OP Units could be given other preferential rights, such as preferential redemption rights or preferential tax protection agreements, that could reduce the amount of funds available for the payment of distributions on our common stock or otherwise negatively affect our stockholders. In addition, under certain circumstances, the issuance of preferred stock, a new class of OP Units, or a separate class or series of common stock may render more difficult or tend to discourage:

● A merger, tender offer or proxy contest;

● The assumption of control by a holder of a large block of our securities; and/or

● The removal of incumbent management.

The limit on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that could benefit our stockholders.

Our charter restricts the direct or indirect ownership by one person or entity to no more than 9.8% of the value of our then outstanding capital stock (which includes common stock and any preferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock. This restriction may discourage a change of control of us and may deter individuals or entities from making tender offers for shares of our common stock on terms that might be financially attractive to stockholders or which may cause a change in our management. This ownership restriction may also prohibit business combinations that would have otherwise been approved by our board of directors and our stockholders. In addition to deterring potential transactions that may be favorable to our stockholders, these provisions may also decrease our stockholders’ ability to sell their shares of our common stock.

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Maryland law and our organizational documents limit our stockholders’ ability to amend our charter or terminate our company without the approval of our board of directors.

Although the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association, or the Statement of Policy, indicates that stockholders are permitted to amend our charter or terminate our company without the necessity for concurrence by our board of directors, we are required to comply with the Maryland General Corporation Law, which provides that any amendment to our charter or any termination of our company must first be declared advisable by our board of directors. Therefore, our charter provides that stockholders may vote to authorize the amendment of our charter or the termination of our company, but only after such action has been declared advisable by our board of directors. Accordingly, the only proposals to amend our charter or to terminate our company that will be presented to our stockholders will be those that have been declared advisable by our board of directors.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision will not apply to claims arising under the Securities Act or the Exchange Act. Similarly, this choice of forum provision will not apply to actions arising out of, or in connection with, the sale of securities in, or the violation of the laws of, the states and U.S. territories and districts, in which our shares are sold pursuant to the offering; provided that the inapplicability of this choice of forum provision to such actions will not cause this provision to be inapplicable to other types of claims, whether they are brought concurrently with or before or after actions arising out of, or in connection with, the sale of securities in, or the violation of the laws of, the states and U.S. territories and districts in which the Issuer’s shares are sold pursuant to the offering. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the Maryland General Corporation Law to authorize the adoption of such provisions.

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities, which are increasingly considered to contribute to reducing a company’s operational risk, market risk and reputational risk, which may in turn impact the long-term sustainability of a company’s performance. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions.

We risk damage to our reputation if we fail to act responsibly in a number of areas, including, but not limited to diversity, equity and inclusion, human rights, climate change and environmental stewardship, corporate governance and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could adversely affect our business and results of operations.

However, regional and investor specific sentiment may differ in what constitutes a material positive or negative ESG corporate practice. There is no guarantee that our corporate social responsibility practices will uniformly fit every investors’ definition of best practices for all ESG considerations across geographies and investor types.

There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims. In addition, in 2021 the SEC

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established an enforcement task force to look into ESG practices and disclosures by public companies and investment managers and has started to bring enforcement actions based on ESG disclosures not matching actual investment processes.

In addition, the SEC has also announced that it is working on proposals for mandatory disclosure of certain ESG-related matters, including with respect to corporate and fund carbon emissions, board diversity and human capital management. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). Compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we conduct our business and adversely affect our profitability.

If we fail to comply with laws, regulations and market standards regarding the privacy, use and security of customer and stockholder information, we may be subject to legal and regulatory actions and our reputation would be harmed, which would materially adversely affect us.

We receive, maintain and store the non-public personal information of our stockholders and certain of our customers. The technology and other controls and processes designed to secure our stockholder and customer information and to prevent, detect and remedy any unauthorized access to that information were designed to obtain reasonable, not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. Accordingly, such controls may not have detected, and may in the future fail to prevent or detect, unauthorized access to our non-public personal information. If this information is inappropriately accessed and used by a third party or an employee for illegal purposes, we may be responsible to the affected individual or entity for any losses that may have been incurred as a result of misappropriation. In such an instance, we may be liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of material non-public information, which could materially adversely affect us.

We intend to disclose funds from operations (“FFO”) and adjusted funds from operations (“AFFO”), each a non-GAAP financial measure, in future communications with investors, including documents filed with the SEC. However, FFO and AFFO are not equivalent to our net income or loss as determined under GAAP, and do not represent a complete measure of our financial position and results of operations.

We use, and we disclose to investors, FFO and AFFO, which are considered non-GAAP financial measures. For a discussion of FFO and AFFO, including definitions, reconciliation to GAAP net income (loss), and the inherent limitations of FFO and AFFO, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K. FFO and AFFO are not equivalent to our net income or loss as determined in accordance with GAAP. FFO and GAAP net income differ because FFO excludes gains or losses from sales of property and impairment of depreciable real estate, and adds back real estate-related depreciation and amortization. AFFO further adjusts FFO by removing the impact of (i) performance-based incentive fee (income) expense, (ii) unrealized (gain) loss from changes in fair value of financial instruments, and (iii) financing obligation liability appreciation (depreciation).

No single measure can provide investors with sufficient information and investors should consider all of our disclosures as a whole in order to adequately understand our financial position, liquidity and results of operations. Because of the differences between FFO, AFFO and GAAP net income or loss, FFO and AFFO may not be accurate indicators of our operating performance, especially during periods in which we are acquiring properties. In addition, FFO and AFFO are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO and AFFO as alternatives to cash flows from operations or as indications of our liquidity, or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO and AFFO. Also, because not all companies calculate FFO and AFFO the same way, comparisons with other companies may not be meaningful.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks who may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs.  Although the federal government has announced measures to assist these banks and protect depositors, some banks have already failed and others may be materially and adversely impacted.  Our business is dependent on bank relationships and continued strain on the banking system may adversely impact our operations and the economy more broadly, and in turn our cash flow, distributions and NAV.

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RISKS RELATED TO INVESTMENTS IN PROPERTY

Adverse economic and other conditions in the regions where our assets are located may adversely affect our levels of occupancy, the terms of our leases, and our ability to lease available areas, which could have an adverse effect on our results of operations.

Our results of operations depend substantially on our ability to lease the areas available in the properties that we own as well as the price at which we lease such space. Adverse conditions in the regions and specific markets where we operate may reduce our ability to lease our properties, reduce occupancy levels, restrict our ability to increase rental rates and force us to lower rental rates and/or offer customer incentives. Should our assets fail to generate sufficient revenues for us to meet our obligations, our financial condition and results of operations, as well as our ability to make distributions, could be adversely affected. The following factors, among others, may adversely affect the operating performance of our properties:

● Economic downturn and turmoil in the financial markets may preclude us from leasing our properties or increase the vacancy level of our assets;

● Periods of increased interest rates could result in, among other things, an increase in defaults by customers, a decline in our property values, and make it more difficult for us to dispose of our properties at an attractive price;

● Rising vacancy rates for commercial property, particularly in large metropolitan areas;

● Our inability to attract and maintain quality customers;

● Default or breaches by our customers of their contractual obligations;

● Increases in our operating costs, including the need for capital improvements;

● Increases in the taxes levied on our business;

● Regulatory changes affecting the real estate industry, including zoning rules; and

● Susceptibility of certain areas to natural disasters.

We anticipate that our investments in real estate assets will be concentrated in industrial properties, and the demand for industrial space in the U.S. is related to the level of economic activity. Accordingly, reduced economic activity may lead to lower occupancy and/or rental rates for our properties.

Properties that we may own or acquire that incur vacancies for a significant period of time could be difficult to sell, which could diminish the return to our stockholders.

A property may incur a vacancy either by the continued default of a customer under its lease or the expiration of the lease. We may have difficulty obtaining a new customer for any vacant space we have in our real properties, including properties we acquire with vacancies. If property vacancies continue for a long period of time, we may suffer reduced revenues, which could materially and adversely affect our liquidity and NAV, or result in lower cash distributions to our stockholders. In addition, because properties’ market values depend principally upon the cash flow generated by the properties’ leases, the resale value of properties with prolonged vacancies could suffer, which could further reduce returns to our stockholders.

Risks related to the development of properties may have an adverse effect on our results of operations and returns to our stockholders.

The risk associated with development and construction activities carried out by real estate companies like ours include, among others, the following:

● Long periods of time may elapse between the commencement and the completion of our projects;

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● Construction and development costs may exceed original estimates;

● The developer/builder may be unable to index costs or receivables to inflation indices prevailing in the industry;

● The level of interest of potential customers for a recently launched development may be low;

● There could be delays in obtaining necessary permits;

● The supply and availability of construction materials and equipment may decrease and the price of construction materials and equipment may increase;

● Construction and sales may not be completed on time, resulting in a cost increase;

● It may be difficult to acquire land for new developments or properties;

● Labor may be in limited availability;

● Changes in tax, real estate and zoning laws may be unfavorable to us; and

● Unforeseen environmental or other site conditions.

In addition, our reputation and the construction quality of any future real estate developments, whether operated individually or through partnerships, may be determining factors for our ability to lease space and grow. The timely delivery of real estate projects and the quality of our developments, however, will depend on certain factors beyond our full control, including the quality and timeliness of construction materials delivered to us and the technical capabilities of our contractor. If one or more problems affect our real estate developments, our reputation and future performance may be negatively affected and we may be exposed to civil liability.

Companies in the real estate industry, including us, depend on a variety of factors outside of their control to develop, build and operate real estate projects. These factors include, among others, the availability of market resources for financing, land acquisition and project development. We may be unable to obtain financing for construction and development activities under favorable terms, including but not limited to interest rates, maturity dates and/or loan to value ratios, or at all, which could cause us to delay or even abandon potential development projects. Further, any scarcity of market resources, including human capital, may decrease our development capacity due to either difficulty in obtaining credit for land acquisition or construction financing or a need to reduce the pace of our growth. The combination of these risks may adversely affect our revenues, results of operations, financial condition and our ability to make distributions to our stockholders which may adversely affect the value of our stockholders’ investment.

Delays in the acquisition, development and construction of properties or debt investments may have adverse effects on portfolio diversification, results of operations, and returns on our stockholders’ investment.

Delays we encounter in the acquisition, development and construction of properties could adversely affect our stockholders’ returns. To the extent that such disruptions continue, we may be delayed in our ability to invest our capital in property investments that meet our acquisition criteria. Such delays would result in our maintaining a relatively higher cash balance than expected, which could have a negative effect on our stockholders’ returns until the capital is invested.

In addition, where properties are acquired prior to the start of construction or during the early stages of construction, it will typically take several months or longer to complete construction, to rent available space, and for rent payments to commence. If these delays occur, or if we are required to abandon construction, we may not receive any income from these properties and distributions to our stockholders could suffer. Delays in the completion of construction could give customers the right to terminate preconstruction leases for space at a newly developed project. We may incur additional risks when we make periodic progress payments or other advances to builders prior to completion of construction. Each of those factors could result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. Furthermore, the price we agree to pay for a property will be based on our projections of rental income and expenses and estimates of the fair market value of the property upon completion of construction. If our projections are inaccurate, we may pay too much for a property.

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Changes in supply of or demand for similar properties in a particular area may increase the price of real estate assets we seek to purchase or adversely affect the value of the properties we own.

The real estate industry is subject to market forces and we are unable to predict certain market changes including changes in supply of or demand for similar properties in a particular area. For example, if demand for the types of real estate assets in which we seek to invest were to sharply increase or supply of those assets were to sharply decrease, the prices of those assets could rise significantly. Any potential purchase of an overpriced asset could decrease our rate of return on these investments and result in lower operating results and overall returns to our stockholders. Likewise, a sharp decrease in demand or increase in supply could adversely affect leasing rates and occupancy, which could impact operating results, our NAV or overall returns to our stockholders.

Actions of joint venture partners could adversely impact our performance.

We have entered, and may continue to enter, into joint venture partnerships with third parties, including entities that are affiliated with the Advisor. We may also purchase and develop properties in joint ventures or in partnerships, co-tenancies or other co-ownership arrangements with the sellers of the properties, affiliates of the sellers, developers or other persons. Such investments may involve risks not otherwise present with a direct investment in real estate, including, for example:

● The possibility that our venture partner, co-tenant or partner in an investment might become bankrupt or otherwise be unable to meet its capital contribution obligations;

● That such venture partner, co-tenant or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;

● That such venture partner, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or

● That actions by such venture partner could adversely affect our reputation, negatively impacting our ability to conduct business.

Actions by such a joint venture partner or co-tenant, which are generally out of our control, might have the result of subjecting the property to liabilities in excess of those contemplated and may have the effect of reducing our stockholders’ returns, particularly if the joint venture agreement provides that the joint venture partner is the managing partner or otherwise maintains a controlling interest that could allow it to take actions contrary to our interests.

Under certain joint venture arrangements, neither venture partner may have the power to control the venture, and an impasse could be reached, which might have a negative influence on the joint venture and decrease potential returns to our stockholders. In the event that a venture partner has a right of first refusal to buy out the other partner, it may be unable to finance such a buy-out at that time. For example, certain actions by the joint venture partnership may require joint approval of our affiliated partners, on the one hand, and our joint venture partner, on the other hand. An impasse among the partners could result in a “deadlock event”, which could trigger a buy-sell mechanism under the partnership agreement and, under certain circumstances, could lead to a liquidation of all or a portion of the partnership’s portfolio. In such circumstances, we may also be subject to the 100% penalty tax on “prohibited transactions.” It may also be difficult for us to sell our interest in any such joint venture or partnership or as a co-customer in a particular property. In addition, to the extent that our venture partner or co-customer is an affiliate of the Advisor, certain conflicts of interest will exist.

Properties are illiquid investments and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to do so.

Properties are illiquid investments and we may be unable to adjust our portfolio in response to changes in economic or other conditions. In addition, the real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

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We may also be required to expend funds to correct defects or to make improvements before a property can be sold. There can be no assurance that we will have funds available to correct such defects or to make such improvements.

In acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. All of these provisions would restrict our ability to sell a property.

Our operating expenses may increase in the future and to the extent such increases cannot be passed on to our customers, our cash flow and our operating results would decrease.

Operating expenses, such as expenses for property and other taxes, fuel, utilities, labor, building materials and insurance are not fixed and may increase in the future. Furthermore, we may not be able to pass these increases on to our customers. To the extent such increases cannot be passed on to our customers, any such increases would cause our cash flow and our operating results to decrease.

We compete with numerous other parties or entities for property investments and customers and may not compete successfully.

We compete with numerous other persons or entities seeking to buy or develop real estate assets or to attract customers to properties we already own, including with entities sponsored or advised by affiliates of the Sponsor, which may have a negative impact on our ability to acquire real property assets or attract customers on favorable terms, if at all, and the returns on our properties. These persons or entities may have greater experience and financial strength than us. There is no assurance that we will be able to acquire or develop real estate assets or attract customers on favorable terms, if at all. For example, our competitors may be willing to offer space at rental rates below our rates, causing us to lose existing or potential customers and pressuring us to reduce our rental rates to retain existing customers or convince new customers to lease space at our properties. Similarly, the opening of new competing assets near the assets that we own may hinder our ability to renew our existing leases or to lease to new customers, because the proximity of new competitors may divert existing or new customers to such competitors. In addition, if market rental rates decline during the term of an existing lease, we may be unable to renew or find a new customer without lowering the rental rate. Each of these could adversely affect our results of operations, financial condition, value of our investments or ability to pay distributions to our stockholders.

The operating results of the assets that we own may be impacted by our customers’ financial condition.

Our income is derived primarily from lease payments made by our customers. As such, our performance is indirectly affected by the financial results of our customers, as difficulties experienced by our customers could result in defaults in their obligations to us. Furthermore, certain of our assets may utilize leases with payments directly related to customer sales, where the amount of rent that we charge a customer is calculated as a percentage of such customer’s revenues over a fixed period of time, and a reduction in sales can reduce the amount of the lease payments required to be made to us by customers leasing space in such assets.

The financial results of our customers can depend on several factors, including but not limited to the general business environment, interest rates, inflation, the availability of credit, taxation and overall consumer confidence. An economic downturn can be expected to negatively impact all of these factors, some to a greater degree than others.

In addition, our ability to increase our revenues and operating income partially depends on steady growth of demand for the products and services offered by the customers located in the assets that we own and manage. A drop in demand, as a result of a slowdown in the U.S. and global economy or otherwise, could result in a reduction in customer performance and consequently, adversely affect us.

If we enter into long-term leases with customers, those leases may not result in market rental rates over time, which could adversely affect our revenues and ability to make distributions to our stockholders.

We expect that the majority of our leases will be long-term operating leases. Long-term leases, as well as leases with renewal options that specify a maximum rent increase, may not allow for market-based or significant increases in rental payments during the term of the lease. If we do not accurately judge the potential for increases in market rental rates when negotiating these long-term leases, we may have no ability to terminate those leases or to adjust the rent to then-prevailing market rates. These circumstances could negatively impact our operating results and affect our ability to make distributions to our stockholders.

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Lease agreements may have specific provisions that create risks to our business and may adversely affect us.

Our lease agreements are regulated by local, municipal, state and federal laws, which may grant certain rights to customers, such as the compulsory renewal of their lease by filing lease renewal actions when certain legal conditions are met. A lease renewal action may represent two principal risks for us: (i) if we plan to vacate a given unit in order to change or adapt an asset’s mix of customers, the customer could remain in that unit by filing a lease renewal action and interfere with our strategy; and (ii) if we desire to increase the lease price for a specific unit, this increase may need to be approved in the course of a lease renewal action, and the final value could be decided at the discretion of a judge. We would then be subject to the court’s interpretation and decision, and could be forced to accept an even lower price for the lease of the unit. The compulsory renewal of our lease agreements and/or the judicial review of our lease prices may adversely affect our cash flow and our operating results.

Certain of our lease agreements are not “triple net leases,” under which the customer undertakes to pay all the expenses of maintaining the leased property, including insurance, taxes, utilities and repairs. We may be exposed to higher maintenance, tax, and property management expenses with respect to all of our leases that are not “triple net.”

Operating expenses, such as expenses for fuel, utilities, labor, building materials and insurance are not fixed and may increase in the future. There is no guarantee that we will be able to pass such increases on to our customers. To the extent such increases cannot be passed on to our customers, any such increases could negatively impact our cash flow, NAV or operating results.

We depend on the availability of public utilities and services, especially for water and electric power. Any reduction, interruption or cancellation of these services may adversely affect us.

Public utilities, especially those that provide water and electric power, are fundamental for the sound operation of our assets. The delayed delivery or any material reduction or prolonged interruption of these services could allow certain customers to terminate their leases or result in an increase in our costs, as we may be forced to use backup generators, which also could be insufficient to fully operate our facilities and could result in our inability to provide services. Accordingly, any interruption or limitation in the provision of these essential services may adversely affect us.

Our industry is subject to extensive regulation, which may result in higher expenses or other negative consequences that could adversely affect us.

Our activities are subject to federal, state and municipal laws, and to regulations, authorizations and license requirements with respect to, among other things, zoning, environmental protection and historical heritage, all of which may affect our business. We may be required to obtain licenses and permits with different governmental authorities in order to acquire and manage our assets.

In addition, public authorities may enact new and more stringent standards, or interpret existing laws and regulations in a more restrictive manner, which may force companies in the real estate industry, including us, to spend funds to comply with these new rules, alter the use and occupancy of certain properties, or reduce revenue. Currently across the United States and elsewhere, owners of real property, especially those occupied by individuals (e.g., apartments), as well as industrial warehouses and distribution centers, are coming under increased scrutiny from local, state and federal authorities as well as tenant activist groups. Some are taking proactive measures, either in the form of legislation, administrative actions, or litigation, that could ultimately adversely affect our results from operations, cash flow, distributions and NAV.

In the event of noncompliance with such laws, regulations, licenses and authorizations, we may face the payment of fines, project shutdowns, cancellation of licenses, and revocation of authorizations, in addition to other civil and criminal penalties.

Our properties will be subject to property and other taxes that may increase in the future, which could adversely affect our cash flow.

Our properties will be subject to real and personal property and other taxes that may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. Certain of our leases provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the properties that they occupy while other leases generally provide that we are responsible for such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable governmental authorities. If property taxes increase, our customers may be unable to make the required tax payments, ultimately requiring us to pay the taxes even if otherwise stated under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authorities may place a

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lien on the property and the property may be subject to a tax sale. In addition, we will generally be responsible for property taxes related to any vacant space.

Uninsured losses or premiums for insurance coverage relating to property may adversely affect our operating results.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders sometimes require commercial property owners to purchase specific coverage against terrorism as a condition for providing mortgage loans. These policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. Changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by any such uninsured loss. In addition, we could be held liable for indemnifying possible victims of an accident. There can be no assurance that funding will be available to us for repair or reconstruction of damaged property in the future or for liability payments to accident victims.

Environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, a current or previous owner or operator of property may be liable for the cost of removing or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, natural resources or property damage or other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The cost of defending against environmental claims, of compliance with environmental regulatory requirements or of remediating any contaminated property could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to our stockholders.

Environmental laws in the U.S. also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of our properties may contain asbestos-containing building materials.

We intend to invest in properties historically used for industrial, manufacturing and commercial purposes. Some of these properties may contain at the time of our investment, or may have contained prior to our investment, underground storage tanks for the storage of petroleum products and other hazardous or toxic substances. All of these operations create a potential for the release of petroleum products or other hazardous or toxic substances. Some of the properties that we acquire may be adjacent to or near other properties that have contained or then currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of the properties that we acquire may be on or adjacent to or near other properties upon which others, including former owners or customers of our properties, have engaged, or may in the future engage, in activities that may release petroleum products or other hazardous or toxic substances.

From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions. In such an instance, we will underwrite the new anticipated costs of environmental investigation, clean-up and monitoring into the cost, as applicable. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.

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All of our properties will have been subject to a Phase I or similar environmental assessment by independent environmental consultants prior to or in connection with our acquisition of such properties. Phase I assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. Phase I assessments generally include a historical review, a public records review, an investigation of the surveyed site and surrounding properties, and preparation and issuance of a written report, but do not include soil sampling or subsurface investigations and typically do not include an asbestos survey. Nonetheless, an environmental liability that could have a material adverse effect on our business, financial condition or results of operations taken as a whole, may exist at the time of acquisition or may arise in the future, with respect to any properties that we acquire. Material environmental conditions, liabilities or compliance concerns may arise after an environmental assessment has been completed. Moreover, it is possible that (i) future laws, ordinances or regulations may impose a material environmental liability or (ii) the then current environmental condition of the properties that we acquire may be affected by customers, by the condition of land or operations in the vicinity of such properties (such as releases from underground storage tanks), or by third parties unrelated to us.

Costs of complying with environmental laws and regulations may adversely affect our income and the cash available for any distributions.

All property and the operations conducted on property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Customers’ ability to operate and to generate income to pay their lease obligations may be affected by permitting and compliance obligations arising under such laws and regulations. Some of these laws and regulations may impose joint and several liability on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. Leasing properties to customers that engage in industrial, manufacturing, and commercial activities will cause us to be subject to the risk of liabilities under environmental laws and regulations. In addition, the presence of hazardous or toxic substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such property as collateral for future borrowings.

Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. Additionally, our customers’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties. In addition, there are various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply and which may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines or damages we must pay will reduce our ability to make distributions.

In addition, changes in these laws and governmental regulations, or their interpretation by agencies or the courts, could occur.

The costs associated with complying with the Americans with Disabilities Act may reduce the amount of cash available for distribution to our stockholders.

Investment in properties may also be subject to the Americans with Disabilities Act of 1990, as amended, or the “Disabilities Act.” Under this act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require us to remove access barriers and our failure to comply with the act’s requirements could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any monies we use to comply with the Disabilities Act will reduce our NAV and the amount of cash available for distribution to our stockholders.

We may not have funding for future customer improvements which may adversely affect the value of our assets, our results of operations and returns to our stockholders.

If a customer at one of our properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that, in order to attract one or more new customers, we will be required to expend substantial funds to construct new customer improvements in the vacated space. Substantially all of the net proceeds from our public offering will be used to acquire property, debt and other investments, and we do not anticipate that we will maintain permanent working capital reserves. We do not currently have an identified funding source to provide funds which may be required in the future for customer improvements and customer refurbishments in order to attract new customers. If we do not establish sufficient reserves for working capital or obtain adequate secured financing to supply

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necessary funds for capital improvements or similar expenses, we may be required to defer necessary or desirable improvements to our properties. If we defer such improvements, the applicable properties may decline in value, and it may be more difficult for us to attract or retain customers to such properties or the amount of rent we can charge at such properties may decrease. There can be no assurance that we will have any sources of funding available to us for repair or reconstruction of damaged property in the future.

Investments made outside of the U.S. will be subject to currency rate exposure and risks associated with the uncertainty of foreign laws and markets.

We may invest outside of the U.S., most likely in Mexico or Canada, to the extent that opportunities exist that may help us meet our investment objectives. For example, to the extent that we invest in property located outside of the U.S., in addition to risks inherent in an investment in real estate generally discussed herein, we will also be subject to fluctuations in foreign currency exchange rates, changes in U.S. regulations concerning foreign investments, if any, and the uncertainty of foreign laws and markets including, but not limited to, unexpected changes in regulatory requirements, political and economic instability in certain geographic locations, difficulties in managing international operations, currency exchange controls, potentially adverse tax consequences, additional accounting and control expenses and the administrative burden associated with complying with a wide variety of foreign laws. Changes in foreign currency exchange rates may adversely impact the fair values and earnings streams of our international holdings and therefore the returns on our non-dollar denominated investments. Although we may hedge our foreign currency risk subject to the REIT income qualification tests, we may not be able to do so successfully and may incur losses on these investments as a result of exchange rate fluctuations.

RISKS RELATED TO DEBT FINANCING

We intend to continue to incur mortgage indebtedness, corporate indebtedness and other borrowings, which may increase our business risks, and could hinder our ability to make distributions to our stockholders.

As of December 31, 2022, we had approximately $2.9 billion of consolidated indebtedness outstanding. We intend to continue to finance a portion of the purchase price of our investments by borrowing funds. Under our charter, we have a limitation on borrowing which precludes us from borrowing in excess of 300% of the value of our net assets, provided that we may exceed this limit if a higher level of borrowing is approved by a majority of our independent directors. Net assets for purposes of this calculation are defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts or other non-cash reserves, less total liabilities. Generally speaking, the preceding limitation provides for borrowings of up to 75% of the aggregate cost of our real estate assets before non-cash reserves and depreciation. In addition, we may incur mortgage debt and pledge some or all of our properties or other assets as security for that debt to obtain funds to acquire additional property, debt or other investments. We may also borrow funds to make distributions, to redeem securities, to satisfy the REIT distribution requirements or for any working capital purposes. Furthermore, we may borrow if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes.

High debt levels will cause us to incur higher interest charges, which would result in higher debt service payments and could be accompanied by restrictive covenants. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on that property, then the amount available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of our stockholders’ investment. For tax purposes, a foreclosure on any of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgage contains cross collateralization or cross default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our stockholders could be adversely affected.

We may not be able to obtain debt financing necessary to run our business.

We do not anticipate that we will maintain any permanent working capital reserves. Accordingly, we expect to need to borrow capital for acquisitions, the improvement of our properties, and for other purposes. Under current or future market conditions, we may not be able to borrow all of the funds we may need. If we cannot obtain debt or equity financing on acceptable terms, our ability to acquire new

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investments to expand our operations will be adversely affected. As a result, we would be less able to achieve our investment objectives, which may negatively impact our results of operations and reduce our ability to make distributions to our stockholders.

Increases in mortgage interest rates and/or unfavorable changes in other financing terms may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our stockholders.

If mortgage or corporate debt is unavailable on reasonable terms as a result of increased interest rates, increased credit spreads, decreased liquidity or other factors, we may not be able to finance the initial purchase of properties. In addition, when we incur debt, we run the risk of being unable to refinance such debt when the loans come due, or of being unable to refinance on favorable terms. If interest rates are higher or other financing terms, such as principal amortization, are not as favorable when we refinance debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to sell properties on terms that are not advantageous to us, or, with respect to mortgage debt could result in the foreclosure of such properties. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing securities or by borrowing more money.

Increases in interest rates could increase the amount of our debt payments and therefore negatively impact our operating results.

Our debt may be subject to the fluctuation of market interest rates such as the Prime rate, Secured Overnight Financing Rate (“SOFR”), and other benchmark rates. Should such interest rates increase, our debt payments may also increase, reducing cash available for distributions. Furthermore, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments at times which may not permit realization of the maximum return on such investments. Additionally, as it relates to any real estate assets that we may own, an increase in interest rates may negatively impact activity in the consumer market and reduce consumer purchases, which could adversely affect us.

Lenders may require us to enter into restrictive covenants that relate to or otherwise limit our operations, which could limit our ability to make distributions to our stockholders, to replace the Advisor or to otherwise achieve our investment objectives.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage property, discontinue insurance coverage, or make distributions under certain circumstances. In addition, provisions of our loan documents may deter us from replacing the Advisor because of the consequences under such agreements and may limit our ability to replace the property manager or terminate certain operating or lease agreements related to the property. These or other limitations may adversely affect our flexibility and our ability to achieve our investment objectives.

Risks related to floating rate indebtedness rates could increase the amount of our debt payments and therefore negatively impact our operating results.

Borrowings under our line of credit and portions of our borrowings under our term loan are, and certain of our future debt may be, subject to the fluctuation of market interest rates such as the SOFR, Prime rate, and other benchmark rates. Should such interest rates increase, our debt payments may also increase, reducing cash available for distributions. Furthermore, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments at times which may not permit realization of the maximum return on such investments. Additionally, as it relates to any real estate assets that we may own, an increase in interest rates may negatively impact activity in the consumer market and reduce consumer purchases, which could adversely affect us.

Furthermore, U.S. and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices which are deemed to be “reference rates.” Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference rates are determined, their discontinuance, or the establishment of alternative reference rates.

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We may enter into financing arrangements that require us to use and pledge offering proceeds to secure and repay such borrowings, and such arrangements may adversely affect our ability to make investments and operate our business.

We may enter into financing arrangements that require us to use and pledge future proceeds from our public offering or future offerings, if any, to secure and repay such borrowings. Such arrangements may cause us to have less proceeds available to make investments or otherwise operate our business, which may adversely affect our flexibility and our ability to achieve our investment objectives.

We may enter into financing arrangements involving balloon payment obligations, which may adversely affect our ability to refinance or sell properties on favorable terms, and to make distributions to our stockholders.

Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity will be uncertain and may depend upon our ability to obtain additional financing or our ability to sell the particular property. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the particular property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to our stockholders and the projected time of disposition of our assets. In an environment of increasing mortgage rates, if we place mortgage debt on properties, we run the risk of being unable to refinance such debt if mortgage rates are higher at a time a balloon payment is due. In addition, payments of principal and interest made to service our debts, including balloon payments, may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT.

The derivative instruments that we may use to hedge against interest rate fluctuations may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on our stockholders’ investment.

We may use derivative instruments to hedge exposure to changes in interest rates on certain of our variable rate loans, but no hedging strategy can protect us completely. We cannot assure our stockholders that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging of these transactions will not result in losses. Any settlement charges incurred to terminate unused derivative instruments may result in increased interest expense, which may reduce the overall return on our investments. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the 75% or 95% REIT income tests.

Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and financial condition.

Subject to any limitations required to maintain qualification as a REIT, we manage or may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap or collar agreements and interest rate swap agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements and that these arrangements may not be effective in reducing our exposure to interest rate changes. These interest rate hedging arrangements may create additional assets or liabilities from time to time that may be held or liquidated separately from the underlying property or loan for which they were originally established. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and financial condition.

We assume the risk that our credit facility lenders may not honor their commitments to us.

We may enter into credit facility arrangements with lenders pursuant to which, subject to certain conditions, they commit to lend us money, provide us with letters of credit or provide other financial services to us. If we fail to comply with the covenants in such arrangements, the lenders could declare us in default, accelerate the maturities of our borrowings and refuse to make loans or provide other financial services to us. Or, if a lender becomes unable or unwilling to honor its commitments to us, we may not receive the loans and other financial services for which we negotiated. In such a situation, a replacement lender may be difficult or impossible to find quickly or at all. If we are unable to receive loans and other financial services, our liquidity and business could be negatively impacted.

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RISKS RELATED TO INVESTMENTS IN REAL ESTATE-RELATED DEBT AND SECURITIES

The mortgage loans in which we may invest, either directly or indirectly through real estate-related debt securities, will be subject to the risk of delinquency, foreclosure and loss, which could result in losses to us.

Commercial mortgage loans are secured by commercial property and are subject to risks of delinquency and foreclosure and risks of loss. The ability of a borrower to repay a loan secured by a property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income producing property can be affected by, among other things: customer mix, success of customer businesses, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expenses or limit rents that may be charged, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific industry segments, current and potential future capital markets uncertainty, declines in regional or local real estate values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, changes in governmental rules, regulations and fiscal policies, including environmental legislation, natural disasters, terrorism, social unrest and civil disturbances.

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent of any realized deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow and limit amounts available for distribution to our stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan can be an expensive and lengthy process, which could have a substantial adverse effect on our anticipated return on the foreclosed mortgage loan. In addition, if we foreclose on a particular property, we could become, as owner of the property, subject to liabilities associated with such property, including liabilities related to taxes and environmental matters.

The mezzanine loans, B-notes, and other junior financings in which we may invest would involve greater risks of loss than senior loans secured by income-producing properties.

We may invest in mezzanine loans, B-notes, and other junior financings that substantially take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or the entity that owns the interest in the entity owning the property. These types of investments involve a higher degree of risk than senior mortgage lending secured by income producing property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan in whole or in part. In addition, there may be significant delays and costs associated with the process of foreclosing on collateral securing or supporting these investments. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Further, even if we are successful in foreclosing on the equity interests serving as collateral for certain mezzanine loans, such foreclosure could result in us inheriting all of the liabilities of the underlying mortgage borrower, including the senior mortgage on the applicable property. This may result in both increased costs to us and a negative impact on our overall debt covenants and occupancy levels. In many cases a significant restructuring of the senior mortgage may be required in order for us to be willing to retain longer term ownership of the property. If we are unsuccessful in restructuring the underlying mortgage debt in these scenarios, the mortgage lender ultimately may foreclose on the property causing us to lose any of our remaining investment.

The B-notes in which we may invest may be subject to additional risks relating to the privately negotiated structure and terms of the transaction, which may result in losses to us.

We may invest in B-notes. A B-note is a mortgage loan typically (i) secured by a first mortgage on a single large commercial property or group of related properties and (ii) subordinated to an A-note secured by the same first mortgage on the same collateral. As a result, if a borrower defaults, there may not be sufficient funds remaining for B-note holders after payment to the A-note holders. Since each transaction is privately negotiated, B-notes can vary in their structural characteristics and risks. For example, the rights of holders of B-

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notes to control the process following a borrower default may be limited in certain B-note investments, particularly in situations where the A-note holders have the right to trigger an appraisal process pursuant to which control would shift from the holder of the B-note when it is determined, for instance, that a significant portion of the B-note is unlikely to be recovered. We cannot predict the terms of each B-note investment. Further, B-notes typically are secured by a single property, and, as a result, reflect the increased risks associated with a single property compared to a pool of properties. Our ownership of a B-note with controlling class rights may, in the event the financing fails to perform according to its terms, cause us to elect to pursue our remedies as owner of the B-note, which may include foreclosure on, or modification of, the note or the need to acquire or payoff the A-note. Acquiring or paying off the A-note could require a significant amount of cash, and we may not have sufficient cash to be able to do so.

Bridge loans may involve a greater risk of loss than conventional mortgage loans.

We may provide bridge loans secured by first lien mortgages on properties to borrowers who are typically seeking short-term capital to be used in an acquisition, development or refinancing of real estate. The borrower may have identified an undervalued asset that has been undermanaged or is located in a recovering market. If the market in which the asset is located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the bridge loan, and we may not recover some or all of our investment.

In addition, owners usually borrow funds under a conventional mortgage loan to repay a bridge loan. We may, therefore, be dependent on a borrower’s ability to obtain permanent financing to repay our bridge loan, which could depend on market conditions and other factors. Bridge loans, like other loans secured directly or indirectly by property, are subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of any default under bridge loans held by us, we bear the risk of loss of principal and nonpayment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount of the bridge loan. Any such losses with respect to our investments in bridge loans could have an adverse effect on our NAV, results of operations and financial condition.

Investment in non-conforming and non-investment grade loans may involve increased risk of loss.

Loans we may acquire or originate may not conform to conventional loan criteria applied by traditional lenders and may not be rated or may be rated as non-investment grade. Non-investment grade ratings for these loans typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the loans, the borrowers’ credit history, the properties’ underlying cash flow or other factors. As a result, loans we acquire or originate may have a higher risk of default and loss than conventional loans. Any loss we incur may reduce distributions to stockholders and adversely affect our value.

Risks of cost overruns and non-completion of the construction or renovation of the properties underlying loans we make or acquire may materially adversely affect our investment.

The renovation, refurbishment or expansion by a borrower of a mortgaged or leveraged property involves risks of cost overruns and non-completion. Costs of construction or improvements to bring a property up to standards established for the market intended for that property may exceed original estimates, possibly making a project uneconomical. Other risks may include: environmental risks, permitting risks, other construction risks and subsequent leasing of the property not being completed on schedule or at projected rental rates. If such construction or renovation is not completed in a timely manner, or if it costs more than expected, the borrower may experience a prolonged impairment of net operating income and may not be able to make payments of interest or principal to us.

Interest rate fluctuations, changes in prepayment rates and reinvestment risk could cause the value of our debt investments to decrease or could reduce our ability to generate income from such investments.

Interest rate risk is the risk that debt investments will decline in value because of changes in market interest rates. At such time as we may own debt investments, generally, when market interest rates rise, the market value of such investments will decline, and vice versa. Accordingly, the yield on debt investments may be sensitive to changes in prevailing interest rates and corresponding changes in prepayment rates. Therefore, changes in interest rates may affect our net interest income, which is the difference between the interest income we earn on our interest-earning investments and the interest expense we incur in financing these investments. Interest rate fluctuations could also cause a borrower to prepay a mortgage loan more quickly than we expect, which could lead to our expected return on the investment being adversely affected. Further, there is a risk that income from our portfolio will decline if we invest the proceeds

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from matured, traded or called securities at market interest rates that are below our real estate debt portfolio's current earnings rate. A decline in income could affect the NAV of our shares or their overall returns.

Our debt investments may be considered illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

The debt investments we may make in connection with privately negotiated transactions may not be registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise registered in accordance with, those laws. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited. The mezzanine, B-note and bridge loans we may originate or purchase in the future may be particularly illiquid investments due to their short life, their unsuitability for securitization and the greater difficulty of recovery in the event of a borrower’s default.

Delays in liquidating defaulted loans could reduce our investment returns.

If there are defaults under mortgage or other types of loans that we make, we may not be able to repossess and sell the underlying properties or equity collateral quickly. The resulting time delay could reduce the value of our investment in the defaulted loans. An action to foreclose on a property securing a loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of other lawsuits if the defendant raises defenses or counterclaims. In the event of default by a mortgagor or other borrower, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or other equity collateral or to obtain proceeds sufficient to repay all amounts due to us on the mortgage or other type of loan.

We may make investments in non-U.S. dollar denominated securities, which will be subject to currency rate exposure and risks associated with the uncertainty of foreign laws and markets.

Some of our real estate-related securities may be denominated in foreign currencies and, therefore, we expect to have currency risk exposure to any such foreign currencies. A change in foreign currency exchange rates may have an adverse impact on returns on our non-U.S. dollar denominated investments. Although we may hedge our foreign currency risk subject to the REIT income qualification tests, we may not be able to do so successfully and may incur losses on these investments as a result of exchange rate fluctuations. To the extent that we invest in non-U.S. dollar denominated securities, in addition to risks inherent in this investment in securities as generally discussed herein, we will also be subject to risks associated with the uncertainty of foreign laws and markets including, but not limited to, unexpected changes in regulatory requirements, political and economic instability in certain geographic locations, difficulties in managing international operations, currency exchange controls, potentially adverse tax consequences, additional accounting and control expenses and the administrative burden of complying with a wide variety of foreign laws.

Investments in real estate-related debt securities are subject to risks including various creditor risks and early redemption features which may materially adversely affect our results of operations and financial condition.

The debt securities and other interests in which we may invest may include secured or unsecured debt at various levels of an issuer’s capital structure. The debt securities in which we may invest may not be protected by financial covenants or limitations upon additional indebtedness, may be illiquid or have limited liquidity, and may not be rated by a credit rating agency. Debt securities are also subject to other creditor risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligation and (iii) environmental liabilities that may arise with respect to collateral securing the obligations. Our investments may be subject to early redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by us earlier than expected, resulting in a lower return to us than anticipated or reinvesting in a new obligation at a lower return to us.

We will depend on debtors for our revenue, and, accordingly, our revenue and our ability to make distributions to our stockholders will be dependent upon the success and economic viability of such debtors.

The success of our real estate-related investments will materially depend on the financial stability of the debtors underlying such investments. The inability of a single major debtor or a number of smaller debtors to meet their payment obligations could result in reduced revenue or losses. In the event of a debtor default or bankruptcy, we may experience delays in enforcing our rights as a creditor,

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and such rights may be subordinated to the rights of other creditors. These events could negatively affect the cash available for distribution to our stockholders.

We may invest in real estate-related preferred equity securities, which may involve a greater risk of loss than traditional debt financing.

We may invest in real estate-related preferred equity securities, which are currently volatile and which securities may involve a higher degree of risk than traditional debt financing due to a variety of factors, including that such investments are subordinate to traditional loans and are not secured. Furthermore, should the issuer default on our investment, we would only be able to proceed against the entity in which we have an interest, and not the property owned by such entity and underlying our investment. As a result, we may not recover some or all of our investment. Since there may be a number of debt obligations that have priority over our preferred stock investment, any determination by us to cure defaults could be costly and we may not have the cash to be able to do so. If we become the equity owner of the issuer, we would be responsible for other liabilities of the issuer, including liabilities relating to taxes and environmental matters.

Investments in real estate-related securities are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate-related securities.

We may invest in real estate-related securities and our investments may consist of real estate-related common equity, preferred equity and debt securities of both publicly traded and private real estate companies. Our investments in such real estate-related securities will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate-related debt investments discussed herein.

The value of real estate-related securities, including those of publicly listed REITs, fluctuates with general economic conditions. See “ –Debt-oriented real estate investments face a number of general market-related risks that can affect the creditworthiness of issuers, and modifications to certain loan structures and market terms make it more difficult to monitor and evaluate investments.”

Real estate-related securities may be unsecured and subordinated to other obligations of the issuer. As a result, investments in real estate-related securities are subject to risks of (i) limited liquidity in the secondary trading, (ii) substantial market price volatility, (iii) subordination to prior claims of banks and other senior lenders of the issuer and preferred equity holders (iv) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (v) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations and (vi) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the issuers thereof to pay dividends.

We have and may in the future make open market purchases or invest in traded securities.

Although not anticipated to be a large component of our investment strategy, we have the ability to invest in securities that are traded (publicly or through other active markets (including through private transactions)) and are, therefore, subject to the risks inherent in investing in traded securities. When investing in traded securities, we may be unable to obtain financial covenants or other contractual governance rights, including management rights that it might otherwise be able to obtain in making privately negotiated investments. Moreover, we may not have the same access to information in connection with investments in traded securities, either when investigating a potential investment or after making the investment, as compared to privately negotiated investments. Furthermore, we may be limited in our ability to make investments, and to sell existing investments, in traded securities because Ares may be deemed to have material, non-public information regarding the issuers of those securities or as a result of other internal policies or requirements. The inability to sell traded securities in these circumstances could materially adversely affect the investment results. In addition, securities acquired of a public company may, depending on the circumstances and securities laws of the relevant jurisdiction, be subject to lock-up periods.

Debt-oriented real estate investments face a number of general market-related risks that can affect the creditworthiness of issuers, and modifications to certain loan structures and market terms make it more difficult to monitor and evaluate investments.

Any deterioration of real estate fundamentals generally, and in the United States in particular, could negatively impact our performance by making it more difficult for issuers to satisfy their debt payment obligations, increasing the default risk applicable to issuers, and/or making it relatively more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will affect the

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creditworthiness of issuers and/or real estate collateral relating to our investments and may include economic and/or market fluctuations, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in real estate fundamentals, the financial resources of tenants, changes in availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, changes in building, environmental and other laws, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, political events, trade barriers, currency exchange controls, changes in government regulations, changes in real property tax rates and operating expenses, changes in interest rates, changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, outbreaks of an infectious disease, epidemics/pandemics or other serious public health concerns, negative developments in the economy or political climate that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, natural disasters, terrorist attacks, war, demand and/or real estate values generally. Such changes may develop rapidly and it may be difficult to determine the comprehensive impact of such changes on our investments, particularly for investments that may have inherently limited liquidity. These changes may also create significant volatility in the markets for our investments which could cause rapid and large fluctuations in the values of such investments. There can be no assurance that there will be a ready market for the resale of our debt investments because such investments may not be liquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by us. The value of securities of companies which service the real estate business sector may also be affected by such risks.

We cannot predict whether economic conditions generally, and the conditions for real estate debt investing in particular, will deteriorate in the future. Declines in the performance of the U.S. and global economies or in the real estate debt markets could have a material adverse effect on our investment activities. In addition, market conditions relating to real estate debt investments have evolved since the financial crisis, which has resulted in a modification to certain loan structures and market terms. For example, it has become increasingly difficult for real estate debt investors in certain circumstances to receive full transparency with respect to underlying investments because transactions are often effectuated on an indirect basis through pools or conduit vehicles rather than directly with the borrower. These and other similar changes in loan structures or market terms may make it more difficult for us to monitor and evaluate investments.

Political changes may affect the real estate debt markets.

The current regulatory environment in the United States may be impacted by future legislative developments and the regulatory agenda of the then-current U.S. President.

The outcome of congressional and other elections creates uncertainty with respect to legal, tax and regulatory regimes in which we and our investments will operate. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the investment management industry, tax law, immigration policy and/or government entitlement programs could have a material adverse impact on us and our investments.

Some of our securities investments may become distressed, which securities would have a high risk of default and may be illiquid.

While it is generally anticipated that our real estate-related investments will focus primarily on investments in non-distressed real estate-related interests (based on our belief that there is not a low likelihood of repayment), our investments may become distressed following our acquisition thereof. Additionally, we may invest in real estate debt investments that we believe are available to purchase at “discounted” rates or “undervalued” prices. Purchasing real estate debt at what may appear to be “undervalued” or “discounted” levels is no guarantee that these investments will generate attractive returns to us or will not be subject to further reductions in value. There is no assurance that such investments can be acquired at favorable prices, that such investments will not default, or that the market for such interests will improve. In addition, the market conditions for real estate debt investments may deteriorate further, which could have an adverse effect on the performance of our investments.

During an economic downturn or recession, securities of financially troubled or operationally troubled issuers are more likely to go into default than securities of other issuers. Securities of financially troubled issuers and operationally troubled issuers are less liquid and more volatile than securities of companies not experiencing financial difficulties. The market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and asked prices may be greater than normally expected. Investment in the securities of financially troubled issuers and operationally troubled issuers involves a high degree of credit and market risk. There is no assurance that we will correctly evaluate the value of the assets collateralizing such investments or the prospects for a successful reorganization or similar action.

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These financial difficulties may never be overcome and may cause issuers to become subject to bankruptcy or other similar administrative proceedings, or may require a substantial amount of workout negotiations or restructuring, which may entail, among other things, an extension of the term, a substantial reduction in the interest rate, a substantial write down of the principal of such investment and other concessions which could adversely affect our returns on the investment. There is a possibility that we may incur substantial or total losses on our investments and in certain circumstances, subject us to certain additional potential liabilities that may exceed the value of our original investment therein.

For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In any reorganization or liquidation proceeding relating to our investments, we may lose our entire investment, may be required to accept cash or securities with a value less than our original investment and/or may be required to accept different terms, including payment over an extended period of time. In addition, under certain circumstances payments to us may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment, or similar transactions under applicable bankruptcy and insolvency laws. Furthermore, bankruptcy laws and similar laws applicable to administrative proceedings may delay our ability to realize on collateral for loan positions we held, or may adversely affect the economic terms and priority of such loans through doctrines such as equitable subordination or may result in a restructure of the debt through principles such as the “cramdown” provisions of the bankruptcy laws.

However, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such investment, replacement “takeout” financing will not be available, resulting in an inability by the issuer to repay the investment. Although unlikely, it is possible it may be necessary or desirable to foreclose on collateral securing one or more real estate debt we acquire. The foreclosure process varies jurisdiction by jurisdiction and can be lengthy and expensive. Issuers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses against the holder of a real estate loan, including, without limitation, lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action, which often prolongs and complicates an already difficult and time-consuming process. In some states or other jurisdictions, foreclosure actions can take up to several years or more to conclude. During the foreclosure proceedings, an issuer may have the ability to file for bankruptcy, potentially staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may result in disrupting ongoing leasing, management, development and other operations of the property. In the event we foreclose on an investment, we will be subject to the risks associated with owning and operating real estate.

Investments in structured products or similar products may include structural, legal and liquidity risks that may adversely affect our results of operations and financial condition.

We may invest from time to time in structured products, including pools of mortgages, inclusive of commercial mortgage-backed securities (“CMBS”) secured by loans made to multiple entities and/or single asset single borrower (“SASB”) loans, as well as other real estate-related interests. Our investments in structured products are subject to a number of risks, including risks related to the fact that the structured products may be leveraged, and other structural and legal risks related thereto. Utilization of leverage is a speculative investment technique and will generally magnify the opportunities for gain and risk of loss borne by an investor investing in debt securities. Many structured products contain covenants designed to protect the providers of debt financing to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of our investment therein. In addition, if the particular structured product is invested in a security in which we are also separately invested, this would tend to increase our overall exposure to the credit of the issuer of such securities, at least on an absolute, if not on a relative basis. The value of an investment in a structured product will depend on the investment performance of the assets in which the structured product invests and will, therefore be subject to all of the risks associated with an investment in those assets. These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other creditors of the issuer of such asset or nullified under applicable law.

The credit markets, including the CMBS market, have periodically experienced decreased liquidity on the primary and secondary markets during periods of increased market volatility. Such market conditions could re-occur and could impact the valuations of our investments and impair our ability to sell such investments if we were required to liquidate all or a portion of our CMBS investments quickly. Additionally, certain of our securities investments, such as horizontal or other risk retention investments in CMBS, may have certain holding period and other restrictions that limit our ability to sell such investments.

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Certain risks associated with CMBS may adversely affect our results of operations and financial condition.

We invest a portion of our assets in pools or tranches of CMBS, including horizontal and other risk retention investments. The collateral underlying CMBS generally consists of commercial mortgages on real property that has an industrial use. CMBS have been issued in a variety of issuances, with varying structures including senior and subordinated classes.

Mortgage-backed securities may also have structural characteristics that distinguish them from other securities. The interest rate payable on these types of securities may be set or effectively capped at the weighted average net coupon of the underlying assets themselves. As a result of this cap, the return to investors in such a security would be dependent on the relevant timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. In general, early prepayments will have a greater impact on the yield to investors. Federal and state law may also affect the return to investors by capping the interest rates payable by certain mortgagors. Certain mortgage-backed securities may provide for the payment of only interest for a stated period of time. In addition, in a bankruptcy or similar proceeding involving the originator or the servicer of the CMBS (often the same entity or an affiliate), the assets of the issuer of such securities could be treated as never having been truly sold to the originator to the issuer and could be substantively consolidated with those of the originator, or the transfer of such assets to the issuer could be voided as a fraudulent transfer.

The credit markets, including the CMBS market, have periodically experienced decreased liquidity on the primary and secondary markets during periods of market volatility. Such market conditions could re-occur and would impact the valuations of our investments and impair our ability to sell such investments if we were required to liquidate all or a portion of our CMBS investments quickly. Additionally, certain of our securities investments, such as horizontal or other risk retention investments in CMBS, may have certain holding period and other restrictions that limit our ability to sell such investments.

Concentrated CMBS investments may pose specific risks that may adversely affect our results of operations and financial condition.

Default risks with respect to CMBS investments may be further pronounced in the case of single-issuer CMBSs or CMBSs secured by a small or less diverse collateral pool, such as SASB loans. At any one time, a portfolio of CMBS may be backed by commercial mortgage loans disproportionately secured by properties in only a few states, regions or foreign countries. As a result, such investments may be more susceptible to geographic risks relating to such areas, including adverse economic conditions, declining home values, adverse events affecting industries located in such areas and other factors beyond our control relative to investments in multi-issuer CMBS or a pool of mortgage loans having more diverse property locations.

The quality of the CMBS is dependent on the credit quality and selection of the mortgages for each issuance.

CMBS are also affected by the quality of the credit extended. As a result, the quality of the CMBS is dependent upon the selection of the commercial mortgages for each issuance and the cash flow generated by the commercial real estate assets, as well as the relative diversification of the collateral pool underlying such CMBS and other factors such as adverse selection within a particular tranche or issuance.

Our CMBS investments face risks associated with extensions that may adversely affect our results of operations and financial condition.

Our CMBS and other investments may be subject to extension, resulting in the term of the securities being longer than expected. Extensions are affected by a number of factors, including the general availability of financing in the market, the value of the related mortgaged property, the borrower’s equity in the mortgaged property, the financial circumstances of the borrower, fluctuations in the business operated by the borrower on the mortgaged property, competition, general economic conditions and other factors. Such extensions may also be made without our consent.

There are certain risks associated with the servicers of commercial real estate loans underlying CMBS and other investments.

The exercise of remedies and successful realization of liquidation proceeds relating to commercial real estate loans underlying CMBS and other investments may be highly dependent on the performance of the servicer or special servicer. The servicer may not be appropriately staffed or compensated to immediately address issues or concerns with the underlying loans. Such servicers may exit the business and need to be replaced, which could have a negative impact on the portfolio due to lack of focus during a transition. Special servicers frequently are

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affiliated with investors who have purchased the most subordinate bond classes, and certain servicing actions, such as a loan extension instead of forcing a borrower pay off, may benefit the subordinate bond classes more so than the senior bonds. While servicers are obligated to service the portfolio subject to a servicing standard and maximize the present value of the loans for all bond classes, servicers with an affiliate investment in the CMBS or other investments may have a conflict of interest. There may be a limited number of special servicers available, particularly those which do not have conflicts of interest. In addition, to the extent any such servicers fail to effectively perform their obligations pursuant to the applicable servicing agreements, such failure may adversely affect our investments.

There are certain risks associated with CMBS interest shortfalls.

Our CMBS investments may be subject to interest shortfalls due to interest collected from the underlying loans not being sufficient to pay accrued interest to all of the MBS interest holders. Interest shortfalls to the CMBS trust will occur when the servicer does not advance full interest payments on defaulted loans. The servicer in a CMBS trust is required to advance monthly principal and interest payments due on a delinquent loan. Once a loan is delinquent for a period of time (generally 60 days), the servicer is required to obtain a new appraisal to determine the value of the property securing the loan. The servicer is only required to advance interest based on the lesser of the loan amount or 90%, generally, of the appraised value. Interest shortfalls occur when 90%, generally, of the appraised value is less than the loan amount and the servicer does not advance interest on the full loan amount. The resulting interest shortfalls impact interest payments on the most junior class in the trust first. As interest shortfalls increase, more senior classes may be impacted. Over time, senior classes may be reimbursed for accumulated shortfalls if the delinquent loans are resolved, but there is no guarantee that shortfalls will be collected. Interest shortfalls to the CMBS trust may also occur as a result of accumulated advances and expenses on defaulted loans. When a defaulted loan or foreclosed property is liquidated, the servicer will be reimbursed for accumulated advances and expenses prior to payments to CMBS bond holders. If proceeds are insufficient to reimburse the servicer or if a defaulted loan is modified and not foreclosed, the servicer is able to make a claim on interest payments that is senior to the bond holders to cover accumulated advances and expenses. If the claim is greater than interest collected on the loans, interest shortfalls could impact one or more bond classes in a CMBS trust until the servicer’s claim is satisfied.

There are certain risks associated with the insolvency of obligations backing CMBS and other investments.

The real estate loans backing the CMBS and other investments may be subject to various laws enacted in the jurisdiction or state of the borrower for the protection of creditors. If an unpaid creditor files a lawsuit seeking payment, the court may invalidate all or part of the borrower’s debt as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the borrower or recover amounts previously paid by the borrower in satisfaction of such indebtedness, based on certain tests for borrower insolvency and other facts and circumstances, which may vary by jurisdiction. There can be no assurance as to what standard a court would apply in order to determine whether the borrower was “insolvent” after giving effect to the incurrence of the indebtedness constituting the mortgage backing the CMBS and other investments, or that regardless of the method of valuation, a court would not determine that the borrower was “insolvent” after giving effect to such incurrence. In addition, in the event of the insolvency of a borrower, payments made on such mortgage loans could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year and one day) before insolvency.

We will face “spread widening” risk related to our investment in securities.

For reasons not necessarily attributable to any of the risks set forth herein (for example, supply/demand imbalances or other market forces), the market spreads of the securities in which we invest may increase substantially causing the securities prices to fall. It may not be possible to predict, or to hedge against, such “spread widening” risk. The perceived discount in pricing described under “—Some of our securities investments may become distressed, which securities would have ahigh risk of default and may be illiquid.” may still not reflect the true value of the real estate assets underlying such real estate debt in which we may invest, and therefore further deterioration in value with respect thereto may occur following our investment therein. In addition, mark-to-market accounting of our investments will have an interim effect on the reported value prior to realization of an investment.

Absent our ability to rely upon available guidance from the CFTC that we are not a commodity pool, we, our board of directors or our Adviser, would be subject to additional regulation and required to comply with applicable CFTC disclosure, reporting, and record-keeping requirements.

Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or any change in our operations (including, without limitation, any change that causes us to be subject to certain specified covered statutory disqualifications)

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necessary to maintain our ability to rely upon CFTC Letter No. 12-13 or other exclusion from the definition of, or exemption from the requirement to register as, a “commodity pool operator” with the CFTC could adversely affect our ability to implement our investment program, conduct our operations or achieve our objectives and subject us to certain additional costs, expenses and administrative burdens. Furthermore, any determination by us to cease or to limit trading in interests that may be treated as “commodity interests” in order to comply with the regulations of the CFTC may have an adverse effect on our ability to implement our investment objectives and to hedge risks associated with our operations.

RISKS RELATED TO THE ADVISOR AND ITS AFFILIATES

Our Advisor faces conflicts of interest because certain of the fees it receives for services performed are based on our NAV, the procedures for which the Advisor will assist our board of directors in developing, overseeing, implementing and coordinating.

The Advisor assists our board of directors in developing, overseeing, implementing and coordinating our NAV procedures. It will assist our Independent Valuation Advisor in valuing our real property portfolio by providing the firm with property-level information, including (i) historical and projected operating revenues and expenses of the property; (ii) lease agreements on the property; and (iii) the revenues and expenses of the property. Our Independent Valuation Advisor assumes and relies upon the accuracy and completeness of all such information, does not undertake any duty or responsibility to verify independently any of such information and relies upon us and our Advisor to advise if any material information previously provided becomes inaccurate or was required to be updated during the period of its review. In addition, the Advisor may have some discretion with respect to valuations of certain assets and liabilities, which could affect our NAV. Because the Advisor is paid certain fees for its services based on our NAV, the Advisor could be motivated to influence our NAV and NAV procedures such that they result in an NAV exceeding realizable value, due to the impact of higher valuations on the compensation to be received by the Advisor. If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock on a given date may not accurately reflect the value of our portfolio, and our stockholder’s shares may be worth less than the purchase price.

Advisory fees may not create proper incentives or may induce the Advisor and its affiliates to make certain investments, including speculative investments, that increase the risk of our real estate portfolio.

The advisory fees we pay the Advisor are made up of a fixed component and a performance component. We will pay the Advisor the fixed component regardless of the performance of our portfolio. The Advisor’s entitlement to the fixed component, which is not based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. We will be required to pay the Advisor the fixed component in a particular period despite experiencing a net loss or a decline in the value of our portfolio during that period. The performance component, which is based on our total distributions plus the change in NAV per share, may create an incentive for the Advisor to make riskier or more speculative investments on our behalf than it would otherwise make in the absence of such performance-based compensation. Because the performance component is based on our NAV, the Advisor may be motivated to accelerate acquisitions in order to increase NAV or, similarly, delay or curtail dispositions of assets or share redemptions to maintain a higher NAV, which would, in each case, increase amounts payable to the Advisor.

The Advisor’s management personnel, other employees and affiliates face conflicts of interest relating to time management and, accordingly, the Advisor’s management personnel, other employees and affiliates may not be able to devote significant time to our business activities and the Advisor may not be able to hire adequate additional employees.

All of the Advisor’s management personnel, other personnel, affiliates and related parties may also provide services to other Sponsor affiliated entities and related parties. We are not able to estimate the amount of time that such management personnel, other personnel, affiliates and related parties will devote to our business. As a result, the Advisor’s management personnel, other personnel, affiliates and related parties may have conflicts of interest in allocating their time between our business and their other activities, which may include advising and managing various other real estate programs and ventures, which may be numerous and may change as programs are closed or new programs are formed. During times of significant activity in other programs and ventures, the time they devote to our business may decline. Accordingly, there is a risk that the Advisor’s affiliates and related parties may not devote significant time to our business activities and the Advisor may not be able to hire adequate additional personnel.

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The Advisor and its affiliates, including our officers and three of our directors, face conflicts of interest caused by compensation arrangements with us, and other entities sponsored or advised by affiliates of our Sponsor, which could result in actions that are not in our stockholders’ best interests.

Some of our executive officers, three of our directors and other key personnel are also officers, directors, managers, and key personnel in the Advisor, the Dealer Manager and/or other entities related to our Sponsor. Our Advisor and its affiliates receive substantial fees from us in return for their services and these fees could influence their advice to us. Among other matters, the compensation arrangements could affect their judgment with respect to:

● the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Advisory Agreement and the agreement with the Dealer Manager;

● recommendations to our board of directors with respect to developing, overseeing, implementing and coordinating our NAV procedures, or the decision to adjust the value of certain of our assets or liabilities if the Advisor is responsible for valuing them;

● public offerings of equity by us, which may result in increased fees for the Advisor and other related parties;

● competition for customers from entities sponsored or advised by affiliates of our Sponsor that own properties in the same geographic area as us; and

● investments through joint ventures or other co-ownership arrangements, which may result in increased fees for the Advisor.

We will be responsible for our proportionate share of certain fees and expenses, including due diligence costs, as determined by our Advisor, including legal, accounting and financial advisor fees and related costs, incurred in connection with evaluating and consummating investment opportunities, regardless of whether such transactions are ultimately consummated by the parties thereto.

In addition, we reimburse the Advisor and its affiliates for the salaries and other compensation of its personnel in accordance with the Advisory Agreement based on the percentage of such personnel’s time spent on our affairs. Pursuant to the terms of our Advisory Agreement, we reimburse our Advisor and its affiliates for personnel (and related employment) costs and overhead (including, but not limited to, allocated rent paid, equipment, utilities, insurance, travel and entertainment, and other costs) incurred by the Advisor or its affiliates in performing the services under the Advisory Agreement, including, but not limited to, total compensation, benefits and other overhead of all employees involved in the performance of such services; provided, that we will not reimburse the Advisor or its affiliates for services for which the Advisor or its affiliates are entitled to compensation in the form of a separate fee.

Considerations relating to compensation to our Advisor and its affiliates from us and other entities sponsored or advised by affiliates of our Sponsor could result in decisions that are not in our stockholders’ best interests, which could hurt our ability to pay our stockholders distributions or result in a decline in the value of our stockholders’ investment. Conflicts of interest such as those described above have contributed to stockholder litigation against certain other externally managed REITs that are not affiliated with our Advisor or the Sponsor.

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Our Advisor may manage other investment vehicles (including public, non-listed REITs) that have investment objectives that compete or overlap with, and may from time to time invest in, our target asset classes.

Affiliates of our Advisor may manage other investment vehicles (including public, non-listed REITs) that have investment objectives that compete or overlap with, and may from time to time invest in, our target asset classes. This may apply to existing investment vehicles or investment vehicles that may be organized, or with respect to which affiliates of our Advisor may acquire and assume the role of management in the future. Consequently, we, on the one hand, and these other investment vehicles, on the other hand, may from time to time pursue the same or similar investment opportunities. To the extent such existing vehicles or other future investment vehicles managed by our Advisor or its affiliates seek to acquire the same target assets as our Company, the scope of opportunities otherwise available to us may be adversely affected and/or reduced. Our Advisor or its affiliates may also give advice to investment vehicles managed by our Advisor or its affiliates that may differ from the advice given to us even though their investment objectives may be the same or similar to ours.

The time and resources that Sponsor affiliated entities and related parties devote to us may be diverted and we may face additional competition due to the fact that Sponsor affiliated entities and related parties are not prohibited from raising money for another entity that makes the same types of investments that we target.

Sponsor affiliated entities and related parties are not prohibited from raising money for another investment entity that makes the same types of investments as those we target. As a result, the time and resources they could devote to us may be diverted. For example, the Dealer Manager is currently involved in separate public offerings for one other entity sponsored by the Sponsor. In addition, we may compete with other entities sponsored or advised by the Sponsor or affiliates of the Sponsor for the same investors and investment opportunities.

We may co-invest or joint venture an investment with a Sponsor affiliated entity or related party.

We have entered into and in the future may enter into additional joint ventures, co-investment or other arrangements with affiliates of the Sponsor or entities sponsored or advised by affiliates of the Sponsor to acquire, develop and/or manage property, debt and other investments. Such investments may raise potential conflicts of interest between us and such other investment vehicles managed by our Advisor or its affiliates, including determining which of such entities should enter into any particular joint venture, co-investment or other arrangement agreement. Joint venture, co-investment or other arrangement partners affiliated with the Advisor or sponsored or advised by affiliates of the Sponsor may have economic or business interests or goals which are or that may become inconsistent with our business interests or goals. In addition, should any such joint venture, co-investment or other arrangement be consummated, the Advisor and its affiliates may face a conflict in structuring the terms of the relationship between our interests and the interests of other parties, in managing the joint venture, co-investment or other arrangement, and in resolving any conflicts or exercising any rights in connection with the joint venture, co-investment or other arrangement. Since the Advisor will make various decisions on our behalf, agreements and transactions between us and the Advisor’s affiliates or entities sponsored or advised by affiliates of the Sponsor will not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Furthermore, when such other investment vehicles managed by our Advisor or its affiliates have interests or requirements that do not align with our interests, including differing liquidity needs or desired investment horizons, conflicts may arise in the manner in which any voting or control rights are exercised with respect to the relevant investment, potentially resulting in an adverse impact on us. We may enter into joint ventures with affiliates of the Sponsor or entities sponsored or advised by affiliates of the Sponsor for the acquisition of investments, but only if (i) a majority of our directors not otherwise interested in the transaction, including a majority of the independent directors, approve the transaction as being fair and reasonable to us and (ii) the investment by us and such affiliate are on terms and conditions that are no less favorable than those that would be available to unaffiliated parties.

With respect to any joint venture, we may enter into an advisory or sub-advisory agreement with an affiliate of the Advisor. We may also enter into arrangements with the Advisor in which the Advisor receives fees (directly or indirectly, including through a subsidiary of ours) from the joint venture entity or from the joint venture partner. Fees received from joint venture entities or partners and paid, directly or indirectly (including without limitation, through us or our subsidiaries), to the Advisor may be more or less than similar fees that we pay to the Advisor pursuant to the Advisory Agreement.

In addition, the Advisor may, with respect to any investment in which we are a participant, also render advice and service to others in that investment, and earn fees for rendering such advice and service. Specifically, it is contemplated that we may enter into joint venture or other similar co-investment arrangements with certain individuals, corporations, partnerships, trusts, joint ventures, limited liability

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companies or other entities, with respect to which the Advisor or one of its affiliates may be engaged to provide advice and service to such individuals, corporations, partnerships, trusts, joint ventures, limited liability companies or other entities. The Advisor or its affiliate will earn fees for rendering such advice and service pursuant to the agreements governing such joint ventures or arrangements.

We may invest in, acquire, sell assets to or provide financing to investment vehicles managed by our Advisor or its affiliates.

We may invest in, acquire, sell assets to or provide financing to investment vehicles managed by our Advisor or its affiliates and their portfolio companies or purchase assets from, sell assets to, or arrange financing from any such investment vehicles and their portfolio companies. Any such transactions will require approval by a majority of our independent directors. There can be no assurance that any procedural protections will be sufficient to ensure that these transactions will be made on terms that will be at least as favorable to us as those that would have been obtained in an arm’s-length transaction.

We depend on the Advisor and its key personnel; if any of such key personnel were to cease employment with the Advisor or its affiliates, our business could suffer.

Our ability to make distributions and achieve our investment objectives is dependent upon the performance of the Advisor in the acquisition, disposition and management of our investments, the selection of customers for our properties, the determination of any financing arrangements and other factors. In addition, our success depends to a significant degree upon the continued contributions of certain of the Advisor’s key personnel, including, in alphabetical order, William S. Benjamin, Rajat Dhanda, David M. Fazekas, Andrea L. Karp, Brian R. Lange, Thomas G. McGonagle, Dwight L. Merriman III, Lainie P. Minnick, Taylor M. Paul, Scott W. Recknor, David A. Roth, Scott A. Seager, Jeffrey W. Taylor, and Joshua J. Widoff, each of whom would be difficult to replace. We currently do not have, nor do we expect to obtain, key man life insurance on any of the Advisor’s key personnel. If the Advisor were to lose the benefit of the experience, efforts and abilities of one or more of these individuals through their resignation, retirement, or due to an internalization transaction effected by another investment program sponsored by the Sponsor or its affiliates, or due to such individual or individuals becoming otherwise unavailable because of other activities on behalf of the Sponsor or its affiliates, our operating results could suffer.

Our Advisor is subject to extensive regulation as an investment adviser, which could adversely affect its ability to manage our business.

Our Advisor is subject to regulation as an investment adviser by various regulatory authorities that are charged with protecting the interests of its clients, including us. Instances of criminal activity and fraud by participants in the investment management industry and disclosures of trading and other abuses by participants in the financial services industry have led the United States Government and regulators to increase the rules and regulations governing, and oversight of, the United States financial system. This activity resulted in changes to the laws and regulations governing the investment management industry and more aggressive enforcement of the existing laws and regulations. Our Advisor could be subject to civil liability, criminal liability, or sanction, including revocation of its registration as an investment adviser, revocation of the licenses of its employees, censures, fines, or temporary suspension or permanent bar from conducting business, if it is found to have violated any of these laws or regulations. Any such liability or sanction could adversely affect our Advisor’s ability to manage our business. Our Advisor must continually address conflicts between its interests and those of its clients, including us. In addition, the SEC and other regulators have increased their scrutiny of potential conflicts of interest. Our Advisor has procedures and controls that are reasonably designed to address these issues. However, appropriately dealing with conflicts of interest is complex and difficult and if our Advisor fails, or appears to fail, to deal appropriately with conflicts of interest, it could face litigation or regulatory proceedings or penalties, any of which could adversely affect its ability to manage our business.

The fees we pay to entities sponsored or advised by affiliates of our Sponsor in connection with our offerings of securities and in connection with the management of our investments were not determined on an arm’s-length basis, and therefore, we do not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.

The Advisor, affiliates of the Advisor and the Dealer Manager have earned and will continue to earn fees, performance allocations, commissions and expense reimbursements from us. The fees, performance allocations, commissions and expense reimbursements paid and to be paid to the Advisor, affiliates of the Advisor and the Dealer Manager for services they provided us in connection with past offerings and in connection with our public offering were not determined on an arm’s-length basis. As a result, the fees have been determined without the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.

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We compete with entities sponsored or advised by affiliates of the Advisor, for whom affiliates of the Advisor provide certain advisory or management services, for opportunities to acquire, lease, finance, or sell investments, and for customers, which may have an adverse impact on our operations.

We compete with entities sponsored or advised by affiliates of the Advisor and may compete with any such entity created in the future, as well as entities for whom affiliates of the Advisor provide certain advisory or management services, for opportunities to acquire, lease, finance or sell certain types of properties. We may also buy, lease, finance or sell properties at the same time as these entities are buying, leasing, financing or selling properties. In this regard, there is a risk that we will purchase or lend on a property that provides lower returns to us than a property purchased or lent on by entities sponsored or advised by affiliates of the Advisor and entities for whom affiliates of the Advisor provide certain advisory or management services. Certain entities sponsored or advised by affiliates of the Advisor own and/or manage properties in geographical areas in which we expect to own properties. Therefore, our properties may compete for customers with other properties owned and/or managed by these entities. The Advisor may face conflicts of interest when evaluating customer leasing opportunities for our properties and other properties owned and/or managed by these entities and these conflicts of interest may have a negative impact on our ability to attract and retain customers.

The Advisor has implemented lease allocation guidelines to assist with the process of the allocation of leases when we and certain other entities to which affiliates of the Advisor are providing certain advisory services have potentially competing properties with respect to a particular customer. These guidelines, are designed to allow, where possible, each fund with a potentially competing property to bid on a lease with a prospective customer in a fair and equitable manner.

Because affiliates of the Advisor currently sponsor and advise, and in the future may sponsor and advise, other investment vehicles and clients (each, an “Advisory Client”) with overlapping investment objectives, strategies and criteria, potential conflicts of interest may arise with respect to real estate investment opportunities. In order to manage this potential conflict of interest, in allocating opportunities among the Advisory Clients, the Advisor follows an allocation policy (the “Allocation Policy”) which endeavors to allocate investment opportunities in a fair and equitable manner. The Advisor’s Allocation Policy, which may be amended without consent, is intended to enable us to share equitably with any other Advisory Clients that are managed by the Advisor and competing with us to acquire similar types of assets.

Under the Allocation Policy, real estate investments will be considered for Advisory Clients based on appropriateness and conformity with their respective investment objectives, as well as the suitability of the investment for each Advisory Client. Suitability is determined by a variety of factors related to the investment mandates of each Advisory Client, the nature of the investment opportunity and the composition of each client’s portfolio. In the circumstance where an investment is suitable for only one Advisory Client based on such factors, the investment will be allocated to that Advisory Client. Where an investment is suitable for more than one Advisory Client, the Advisor generally employs an allocation rotation process pursuant to the Allocation Policy that is designed to facilitate an equitable allocation of such opportunities over time. Nevertheless, it is possible that we may not be given the opportunity to participate in certain investments made by Advisory Clients managed by affiliates of the Advisor. In addition, the Advisor has and may from time to time limit the number of positions in a rotation and/or grant to certain Advisory Clients certain exclusivity, rotation or other priority (each, a “Rotational Priority”) with respect to industrial investments or other investment opportunities. This means that, depending on the number of Advisory Clients and number of positions in each such rotation and/or the Rotational Priorities that have been granted, we may be offered fewer investment opportunities. The Advisor or its affiliates may grant additional Rotational Priorities in the future and from time to time.

The Advisor may modify its overall allocation policies from time to time. Any changes to the Advisor’s allocation policies will be timely reported to our board of directors or our Conflicts Resolution Committee. The Advisor will be required to provide information to our board of directors on a quarterly basis to enable our board of directors, including the independent directors, to determine whether such policies are being fairly applied.

If we invest in joint venture or co-ownership arrangements with the Advisor or its affiliates, they may retain significant control over our investments even if our independent directors terminate the Advisor.

While a majority of our independent directors may terminate the Advisor upon 60 days’ written notice, our ability to remove co-general partners or advisors to any entities in which the Advisor or its affiliates serve in such capacities and in which we may serve as general partner or manager is limited. As a result, if we invest in such joint-venture or co-ownership arrangements; an affiliate of the Advisor may continue to maintain a substantial degree of control over our investments despite the termination of the Advisor.

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RISKS RELATED TO OUR TAXATION AS A REIT

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We have elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2017, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. Although we do not intend to request a ruling from the Internal Revenue Service, (“IRS”), as to our REIT status, we have received the opinion of our special U.S. federal income tax counsel, Morrison & Foerster LLP, with respect to our qualification as a REIT. This opinion was issued in connection with our public offering. Investors should be aware, however, that opinions of counsel are not binding on the IRS or on any court. The opinion of Morrison & Foerster LLP represents only the view of our counsel based on our counsel’s review and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values of our assets, the sources of our income, the amount of distributions that we pay, the composition of our stockholders, and various other matters relating to the requirements for qualification as a REIT. Morrison & Foerster LLP has no obligation to advise us or the holders of our common stock of any subsequent change in the matters stated, represented or assumed in its opinion or of any subsequent change in applicable law. Furthermore, both the validity of the opinion of Morrison & Foerster LLP and our qualification as a REIT will depend on our satisfaction of numerous requirements (some on an annual and quarterly basis) established under highly technical and complex provisions of the Code, for which there are only limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. The complexity of these provisions and of the applicable income tax regulations that have been promulgated under the Code is greater in the case of a REIT that holds its assets through a partnership, as we do. Moreover, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not change the tax laws with respect to qualification as a REIT or the U.S. federal income tax consequences of that qualification.

If we were to fail to qualify as a REIT for any taxable year, we would be subject to U.S. federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year in which we lose our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer be deductible in computing our taxable income and we would no longer be required to make distributions. However, any distributions made would be subject to the favorable tax rate applied to “qualified dividend income.” To the extent that distributions had been made in anticipation of our qualifying as a REIT, we might be required to borrow funds or liquidate some investments in order to pay the applicable corporate income tax. In addition, although we intend to operate in such a manner as to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause our board of directors to determine that it is no longer in our best interest to continue to be qualified as a REIT and recommend that we revoke our REIT election.

We believe that the Operating Partnership will be treated for U.S. federal income tax purposes as a partnership and not as an association or as a publicly traded partnership taxable as a corporation. If the IRS successfully determines that the Operating Partnership should be treated as a corporation, the Operating Partnership would be required to pay U.S. federal income tax at corporate rates on its net income, its partners would be treated as stockholders of the Operating Partnership and distributions to partners would constitute distributions that would not be deductible in computing the Operating Partnership’s taxable income. In addition, if the Operating Partnership were treated as a corporation, we could fail to qualify as a REIT, with the resulting consequences described above.

To qualify as a REIT, we must meet annual distribution requirements, which may result in us distributing amounts that may otherwise be used for our operations.

To obtain the favorable tax treatment accorded to REITs, in addition to other qualification requirements, we normally will be required each year to distribute to our stockholders at least 90% of our REIT taxable income (which may not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for distributions paid and by excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be invested in acquisitions of properties and it is possible that we might be required to borrow funds or sell assets to fund these distributions. It is possible that we might not always be able to continue to make distributions sufficient to meet the annual distribution requirements required to maintain our REIT status, avoid corporate tax on undistributed income and/or avoid the 4% excise tax.

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From time to time, we may generate taxable income greater than our income for financial reporting purposes, or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect our value.

Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.

We may purchase properties and lease them back to the sellers of such properties. There can be no assurance that the IRS will not challenge our characterization of any such sale-leaseback transaction as a ‘true lease.’ In the event that any such sale-leaseback transaction is challenged and successfully recharacterized as a financing or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the REIT qualification “asset tests,” the “income tests” or the “distribution requirements” and, consequently, lose our REIT status effective with the year of recharacterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year in the event we cannot make a sufficient deficiency distribution.

Our stockholders may have current tax liability on distributions if they elect to reinvest in shares of our common stock.

Stockholders who elect to participate in the distribution reinvestment plan, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair market value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, to the extent such distribution is properly treated as being paid out of “earnings and profits,” even though such stockholders have elected not to receive the distributions used to purchase those shares of common stock in cash. As a result, each of our stockholders that is not a tax-exempt entity may have to use funds from other sources to pay such tax liability on the value of the common stock received.

Distributions payable by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.

The maximum tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates is currently 20% plus a 3.8% “Medicare tax” surcharge. Distributions payable by REITs, however, generally continue to be taxed at the normal rate applicable to the individual recipient on ordinary income, rather than the 20% preferential rate and are also subject to the 3.8% Medicare tax; provided however, that all such distributions (other than distributions designated as capital gain distributions and distributions traceable to distributions from a taxable REIT subsidiary), which are received by a pass-through entity or an individual, are eligible for a 20% deduction from gross income under the current tax laws that will expire if not extended at the end of 2025. The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions, which could adversely affect the value of our common stock.

In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available for distribution to our stockholders.

Even if we qualify and maintain our status as a REIT, we may be subject to U.S. federal income taxes or state taxes. For example, net income from a “prohibited transaction” will be subject to a 100% tax. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also decide to retain income we earn from the sale or other disposition of our properties and pay income tax directly on such income. In that event, our stockholders would be treated as if they had earned that income and paid the tax on it directly, would be eligible to receive a credit or refund of the taxes deemed paid on the income deemed earned, and shall increase the adjusted basis of its shares by the excess of such deemed income over the amount of taxes deemed paid. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability. We may also be subject to state and local taxes on our income or property, either directly or at the level of the companies through which we indirectly own our assets. Any of these taxes we pay will reduce our cash available for distribution to our stockholders.

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Distributions to tax-exempt investors may be classified as unrelated business taxable income.

Neither ordinary nor capital gain distributions with respect to our common stock, or gain from the sale of common stock should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:

● Part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if shares of our common stock are predominately held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT share ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;

● Part of the income and gain recognized by a tax-exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock; and

● Part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under Sections 501(c)(7), (9), (17), or (20) of the Code may be treated as unrelated business taxable income.

Investments in other REITs and real estate partnerships could subject us to the tax risks associated with the tax status of such entities.

We may invest in the securities of other REITs and real estate partnerships. Such investments are subject to the risk that any such REIT or partnership may fail to satisfy the requirements to qualify as a REIT or a partnership, as the case may be, in any given taxable year. In the case of a REIT, such failure would subject such entity to taxation as a corporation, may require such REIT to incur indebtedness to pay its tax liabilities, may reduce its ability to make distributions to us, and may render it ineligible to elect REIT status prior to the fifth taxable year following the year in which it fails to so qualify. In the case of a partnership, such failure could subject such partnership to an entity level tax and reduce the entity’s ability to make distributions to us. In addition, such failures could, depending on the circumstances, jeopardize our ability to qualify as a REIT.

Complying with the REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our common stock. We may be required to forego attractive investments. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Complying with the REIT requirements may force us to liquidate otherwise attractive investments.

To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investments (other than governmental securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences or, generally, must have “reasonable cause” for the failure and pay a penalty, in addition to satisfying such requirements. As a result, we may be required to liquidate otherwise attractive investments.

The stock ownership limit imposed by the Code for REITs and our charter may restrict our business combination opportunities.

To qualify as a REIT under the Code, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after our first year in which we qualify as a REIT. Our charter, with certain exceptions, authorizes our board of directors to take the actions that are necessary and desirable to preserve our qualification as a REIT. Unless an exemption is granted by our board of directors, no person (as defined to include entities) may own more than 9.8% in value of our capital stock or more than 9.8% in value or in number of shares, whichever is

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more restrictive, of our common stock. In addition, our charter generally prohibits beneficial or constructive ownership of shares of our capital stock by any person that owns, actually or constructively, an interest in any of our lessees that would cause us to own, actually or constructively, 10% or more of any of our lessees. Our board of directors may grant an exemption, prospectively or retroactively, in its sole discretion, subject to such conditions, representations and undertakings as it may determine. These ownership limitations in our charter are common in REIT charters and are intended, among other purposes, to assist us in complying with the tax law requirements and to minimize administrative burdens. However, these ownership limits might also delay or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

Our ownership of and relationship with our taxable REIT subsidiaries will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more taxable REIT subsidiaries. A taxable REIT subsidiary may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a taxable REIT subsidiary. A corporation of which a taxable REIT subsidiary directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a taxable REIT subsidiary. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more taxable REIT subsidiaries. A domestic taxable REIT subsidiary will pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the taxable REIT subsidiary rules limit the deductibility of interest paid or accrued by a taxable REIT subsidiary to its parent REIT to assure that the taxable REIT subsidiary is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s-length basis. We cannot assure our stockholders that we will be able to comply with the 20% value limitation on ownership of taxable REIT subsidiary stock and securities on an ongoing basis so as to maintain REIT status or to avoid application of the 100% excise tax imposed on certain non-arm’s length transactions.

The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

The IRS has issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which a mezzanine loan that is secured by interests in a pass-through entity will be treated by the IRS as a real estate asset for purposes of the REIT 75% asset test, and interest derived from such loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. We may make investments in loans secured by interests in pass-through entities in a manner that complies with the various requirements applicable to our qualification as a REIT. To the extent, however, that any such loans do not satisfy all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, there can be no assurance that the IRS will not challenge the tax treatment of such loans, which could jeopardize our ability to qualify as a REIT.

Liquidation of assets may jeopardize our REIT status.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to satisfy our obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our status as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments in real estate and REITs, and it is possible that additional such legislation may be enacted in the future. There can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. The REIT rules are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain of such changes could have an adverse impact on our business and financial results.

We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares.

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Foreign investors may be subject to FIRPTA on the sale of common stock if we are unable to qualify as a domestically controlled REIT.

A foreign person (other than a “qualified foreign pension plan”) disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to a tax under FIRPTA on the gain recognized on the disposition. FIRPTA does not apply, however, to the disposition of stock in a REIT if the REIT is a “domestically controlled REIT.” A domestically controlled REIT is a REIT in which, at all times during a specified testing period, less than 50% in value of its shares is held directly or indirectly by non-U.S. holders. There can be no assurance that we will qualify as a domestically controlled REIT. If we were to fail to so qualify, gain realized by a foreign investor (other than a “qualified foreign pension plan”) on a sale of our common stock would be subject to FIRPTA unless our common stock was traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than 10% of the value of our outstanding common stock. We are not currently traded on an established securities market.

We may enter into certain hedging transactions which may have a potential impact on our REIT status.

From time to time, we may enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate and/or foreign currency swaps, caps, and floors, options to purchase these items, and futures and forward contracts. Income and gain from “hedging transactions” that we enter into to hedge indebtedness incurred or to be incurred to acquire or carry real estate assets and that are clearly and timely identified as such will be excluded from both the numerator and the denominator for purposes of the gross income and asset tests that apply to REITs. Moreover, any income from a transaction entered into primarily to manage risk of currency fluctuations with respect to any item of income that would be qualifying REIT income under the REIT gross income tests, and any gain from the unwinding of any such transaction, does not constitute gross income for purposes of the REIT annual gross income tests. To the extent that we do not properly identify such transactions as hedges or we hedge with other types of financial instruments, or hedge other types of indebtedness, the income from those transactions may not be treated as qualifying income for purposes of the REIT gross income tests, and might also give rise to an asset that does not qualify for purposes of the REIT asset tests.

INVESTMENT COMPANY RISKS

We are not registered as an investment company under the Investment Company Act, and therefore we will not be subject to the requirements imposed on an investment company by the Investment Company Act which may limit or otherwise affect our investment choices.

We, the Operating Partnership, and our subsidiaries intend to conduct our businesses so that we are not required to register as “investment companies” under the Investment Company Act. The operation of a business in a manner so as not to be subject to regulation as an investment company requires an analysis of and compliance with complex laws, regulations and SEC staff interpretations, not all of which are summarized herein. Although we could modify our business methods at any time, at the present time we focus our activities on investments in real estate, buildings, and other assets that can be referred to as “sticks and bricks” and therefore we will not be an investment company under Section 3(a)(1)(A) of the Investment Company Act. We also may invest in other real estate investments, such as real estate-related securities, and will otherwise be considered to be in the real estate business.

Companies subject to the Investment Company Act are required to comply with a variety of substantive requirements such as requirements relating to:

● Limitations on the capital structure of the entity;

● Restrictions on certain investments;

● Prohibitions on transactions with affiliated entities; and

● Public reporting disclosures, record keeping, voting procedures, proxy disclosure and similar corporate governance rules and regulations.

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These and other requirements are intended to provide benefits or protections to security holders of investment companies. Because we and our subsidiaries do not expect to be subject to these requirements, stockholders will not be entitled to these benefits or protections. It is our policy to operate in a manner that will not require us to register as an investment company, and we do not expect to register as an “investment company” under the Investment Company Act.

We do not expect that we, the Operating Partnership, or other subsidiaries will be an investment company because, if we have any securities that are considered to be investment securities held by an entity, then we will seek to ensure that holdings of investment securities in such entity will not exceed 40% of the total assets of that entity (on a consolidated basis) and that no such entity holds itself out as being engaged primarily in the business of investing in securities. If an entity were to hold investment securities having a value exceeding 40% of the value of the entity’s total assets (on a consolidated basis), and no other exclusion from registration was available, that entity might be required to register as an investment company. In order to avoid such a result, we, the Operating Partnership, or a subsidiary may be unable to sell assets we would otherwise want to sell or we may need to sell assets we would otherwise wish to retain. In addition, we may also have to forgo opportunities to acquire certain investments or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase.

If we, the Operating Partnership or any subsidiary owns assets that qualify as “investment securities” and the value of such assets exceeds 40% of the value of its total assets (on a consolidated basis), the entity would be deemed to be an investment company absent another exclusion from the Investment Company Act. Certain of the subsidiaries that we may form in the future could seek to rely upon the exclusion provided by Section 3(c)(5)(C) of that Act, which is available for entities, among other things, “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion, as interpreted by the staff of the SEC, generally requires that at least 55% of an entity’s portfolio be comprised of qualifying interests and an additional 25% of the entity’s portfolio be comprised of real estate-related interests although this percentage may be reduced to the extent that more than 55% of the entity’s assets are invested in qualifying interests, (as such terms have been interpreted by the staff of the SEC) and no more than 20% of such entity’s total assets are invested in miscellaneous investments. Qualifying interests for this purpose include actual interests in real estate, certain mortgage loans and other assets as interpreted in a manner consistent with SEC staff guidance. We intend to treat as real estate-related interests those assets that do not qualify for treatment as qualifying interests, including any securities of companies primarily engaged in real estate businesses that are not within the scope of SEC staff positions and/or interpretations regarding qualifying interests and securities issued by pass-through entities of which substantially all of the assets consist of qualifying interests and/or real estate-related interests. Due to the factual nature of this test, we, the Operating Partnership, or a subsidiary may be unable to sell assets we would otherwise want to sell or may need to sell assets we would otherwise wish to retain, if we deem it necessary to remain in compliance with the foregoing standards. In addition, we may have to forgo opportunities to acquire certain investments or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase, if we deem it necessary to remain in compliance with the foregoing standards.

In addition, we, the Operating Partnership and/or our subsidiaries may rely upon other exclusions, including the exclusion provided by Section 3(c)(6) of the Investment Company Act (which excludes, among other things, parent entities whose primary business is conducted through majority-owned subsidiaries relying upon the exclusion provided by Section 3(c)(5)(C), discussed above), from the definition of an investment company and the registration requirements under the Investment Company Act.

There can be no assurance that the laws and regulations governing the Investment Company Act status of REITs (and/or their subsidiaries), including actions by the SEC or its staff providing more specific or different guidance regarding these exclusions, will not change in a manner that adversely affects our operations. For example, on August 31, 2011, the SEC issued a concept release requesting comments regarding a number of matters relating to the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act, including the nature of assets that qualify for purposes of the exclusion and whether mortgage REITs should be regulated in a manner similar to investment companies. To the extent that the SEC or the SEC staff provides more specific guidance regarding any of the matters bearing upon the exclusions discussed above or other exclusions from the definition of an investment company under the Investment Company Act upon which we may rely, we may be required to change the way we conduct our business or adjust our strategy accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen. If we meet the definition of an investment company under the Investment Company Act and we fail to qualify for an exclusion therefrom, our ability to use leverage and other business strategies would be substantially reduced. Our business will be materially and adversely affected if we fail to qualify for an exemption or exclusion from regulation under the Investment Company Act.

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If we or the Operating Partnership are required to register as an investment company under the Investment Company Act, the additional expenses and operational limitations associated with such registration may reduce our stockholders’ investment return or impair our ability to conduct our business as planned.

If we become an investment company or are otherwise required to register as an investment company, we might be required to revise some of our current policies, or substantially restructure our business, to comply with the Investment Company Act. This would likely require us to incur the expense and delay of holding a stockholder meeting to vote on proposals for such changes. Further, if we were required to register as an investment company, but failed to do so, we would be prohibited from engaging in our business, criminal and civil actions could be brought against us, some of our contracts might be unenforceable, unless a court were to direct enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

ERISA RISKS

If our assets are deemed to be ERISA plan assets, the Advisor and we may be exposed to liabilities under Title I of ERISA and the Internal Revenue Code.

In some circumstances where an ERISA plan holds an interest in an entity, the assets of the entire entity are deemed to be ERISA plan assets unless an exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan sponsors, plan fiduciaries and plan administrators, and of parties in interest and disqualified persons, under Title I of ERISA and Section 4975 of the Code, as applicable, may be applicable, and there may be liability under these and other provisions of ERISA and the Code. We believe that our assets should not be treated as plan assets because the shares should qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable Treasury Regulations. We note, however, that because certain limitations are imposed upon the transferability of shares so that we may qualify as a REIT, and perhaps for other reasons, it is possible that this exemption may not apply. If that is the case, and if the Advisor or we are exposed to liability under ERISA or the Code, our performance and results of operations could be adversely affected. Prior to making an investment in us, our stockholders should consult with their legal and other advisors concerning the impact of ERISA and the Code on their investment and our performance.

ITEM 1B.       UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.        PROPERTIES

As of December 31, 2022, we directly owned and managed a real estate portfolio that included 243 industrial buildings totaling approximately 50.2 million square feet located in 29 markets throughout the U.S., with 418 customers, and was 98.1% occupied (98.9% leased) with a weighted-average remaining lease term (based on square feet) of 4.2 years. The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced. During the year ended December 31, 2022, we transacted over 5.7 million square feet of new and renewal leases, and rent growth on comparable leases averaged 47.2% (calculated using cash basis rental rates). We experienced significantly higher acquisition volume in the first and second quarters of 2022 as compared to the third and fourth quarters of 2022 as the industrial property market adjusted to the impact of recent interest rate increases on acquisition pricing. Industrial market fundamentals remain favorable and we continue to evaluate acquisition opportunities within the industrial market to effectively execute our business strategy. As of December 31, 2022, our real estate portfolio included:

● 240 industrial buildings totaling approximately 49.7 million square feet comprised our operating portfolio, which includes stabilized properties, and was 99.0% occupied (99.1% leased) with a weighted-average remaining lease term (based on square feet) of approximately 4.2 years; and

● Three industrial buildings totaling approximately 0.5 million square feet comprised our value-add portfolio, which includes buildings acquired with the intention to reposition or redevelop, or buildings recently completed which have not yet reached stabilization. We generally consider a building to be stabilized on the earlier to occur of the first anniversary of a building’s shell completion or a building achieving 90% occupancy.

Additionally, as of December 31, 2022, we owned and managed 11 buildings either under construction or in the pre-construction phase totaling approximately 3.1 million square feet. Unless otherwise noted, these buildings are excluded from the presentation of our portfolio data herein.

Concurrently with the BTC II Partnership Transaction (as described in “Note 4 to the Consolidated Financial Statements”) on February 15, 2022, we and our joint venture partners formed the BTC II B Partnership, through which we co-own five properties that were part of the original BTC II Partnership’s portfolio and were not part of the BTC II Partnership Transaction. As of December 31, 2022, we owned and managed five buildings that were either under construction or in the pre-construction phase totaling approximately 1.8 million square feet through our 8.0% minority ownership interest in the BTC II B Partnership. Unless otherwise noted, these buildings are excluded from the presentation of our portfolio data herein.

We have used, and intend to continue to use, the net proceeds from our offerings primarily to make investments in real estate assets. We may use the net proceeds from our offerings to make other real estate-related investments and debt investments and to pay distributions. The number and type of properties we may acquire and debt and other investments we may make will depend upon real estate market conditions, the amount of proceeds we raise in our offerings, and other circumstances existing at the time we make our investments.

Unless otherwise indicated, the term “property” as used herein refers to one or more buildings in the same market that were acquired by us in the same transaction.

Building Types. Our industrial buildings consist primarily of warehouse distribution facilities suitable for single or multiple customers. The following table summarizes our portfolio by building type as of December 31, 2022:

Building Type	Description	Percent of Rentable Square Feet
Bulk distribution	Building size of 150,000 to over 1 million square feet, single or multi-customer	79.9	%
Light industrial	Building size of less than 150,000 square feet, single or multi-customer	20.0
Flex industrial	Includes assembly or research and development, primarily multi-customer	0.1
		100.0	%

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Portfolio Overview and Market Diversification. As of December 31, 2022, the average effective annual rent of our total real estate portfolio (calculated by dividing total annualized base rent, which includes the impact of any contractual tenant concessions (cash basis), by total occupied square footage) was approximately $6.18 per square foot. The following table summarizes certain operating metrics of our portfolio by market as of December 31, 2022:

	Number of	Rentable	Occupied		Leased
($ and square feet in thousands)	Buildings	Square Feet	Rate (1)		Rate (1)		Annualized Base Rent (2)
Operating Properties:
Atlanta	21	4,468	97.4	%	97.4	%	$	23,065	7.6	%
Austin	6	562	100.0		100.0			4,755	1.6
Bay Area	3	845	100.0		100.0			9,782	3.2
Boston	3	415	92.3		92.3			2,763	0.9
Central Florida	8	1,517	100.0		100.0			8,668	2.8
Central Valley	9	2,280	99.7		99.7			14,757	4.8
Charlotte	1	210	100.0		100.0			1,067	0.4
Chicago	26	5,373	100.0		100.0			27,849	9.2
Cincinnati	7	1,661	100.0		100.0			8,095	2.7
Dallas	15	3,804	100.0		100.0			18,709	6.1
D.C. / Baltimore	9	1,037	95.5		100.0			8,124	2.7
Denver	2	252	100.0		100.0			1,252	0.4
Houston	8	1,502	98.3		98.3			7,782	2.6
Indianapolis	3	1,614	100.0		100.0			6,412	2.1
Las Vegas	7	1,118	100.0		100.0			8,943	2.9
Louisville	6	1,903	88.8		88.8			6,983	2.3
Memphis	10	3,598	100.0		100.0			12,722	4.2
Nashville	2	817	100.0		100.0			4,182	1.4
New Jersey	16	3,426	100.0		100.0			31,121	10.0
Pennsylvania	17	3,103	100.0		100.0			19,671	6.5
Phoenix	3	417	100.0		100.0			3,262	1.1
Portland	2	605	100.0		100.0			3,548	1.2
Reno	6	1,422	100.0		100.0			8,194	2.7
Salt Lake City	5	1,003	100.0		100.0			5,543	1.8
San Antonio	1	96	100.0		100.0			538	0.2
San Diego	7	762	100.0		100.0			7,215	2.4
Seattle	13	2,246	98.7		98.7			18,050	5.9
South Florida	6	709	100.0		100.0			5,446	1.8
Southern California	18	2,909	99.4		99.9			25,029	8.2
Total operating	240	49,674	99.0	%	99.1	%		303,527	99.7	%
Value-Add Properties:
Seattle	1	147	55.8		55.8			766	0.3
South Florida	2	408	—		84.6			—	—
Total value-add properties	3	555	14.8		76.9			766	0.3
Total portfolio	243	50,229	98.1	%	98.9	%	$	304,293	100.0	%

(1) The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced.

(2) Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of December 31, 2022, multiplied by 12.

Lease Terms. Our industrial properties are typically subject to leases on a “triple net basis,” in which customers pay their proportionate share of real estate taxes, insurance, common area maintenance, and certain other operating costs. In addition, most of our leases include fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from one to 10 years, and often include renewal options.

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Lease Expirations. As of December 31, 2022, the weighted-average remaining lease term (based on square feet) of our total occupied portfolio was approximately 4.2 years, excluding renewal options. The following table summarizes the lease expirations of our occupied portfolio for leases in place as of December 31, 2022, without giving effect to the exercise of renewal options or termination rights, if any:

($ and square feet in thousands)	Number of Leases (1)	Occupied Square Feet			Annualized Base Rent (2)
2023	64	4,921	9.9	%	$	27,415	9.0	%
2024	72	7,409	15.1			40,451	13.3
2025	73	7,359	15.0			45,610	15.0
2026	79	8,709	17.7			50,043	16.5
2027	71	6,062	12.3			46,542	15.3
2028	35	4,171	8.5			25,876	8.5
2029	20	2,495	5.1			15,839	5.2
2030	11	1,646	3.3			8,809	2.9
2031	11	1,601	3.3			12,433	4.1
Thereafter	21	4,849	9.8			31,035	10.2
Total occupied	457	49,222	100.0	%	$	304,053	100.0	%

(1) Excludes two leases of approximately 49,000 square feet that expired on December 31, 2022.

(2) Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of December 31, 2022, multiplied by 12.

Customer Diversification. As of December 31, 2022, there was one customer that individually represented more than 5.0% of total occupied square feet of our portfolio and one customer that individually represented more than 5.0% of total annualized base rent of our portfolio. The following table reflects the 10 largest customers of our portfolio, based on annualized base rent, which occupied a combined 9.7 million square feet as of December 31, 2022:

	% of Total		% of Total
Customer	Occupied Square Feet		Annualized Base Rent (1)
Amazon.com Services LLC	6.5	%	8.1	%
Radial, Inc.	4.3		3.0
Steelcase Inc.	2.5		2.4
Maersk	1.1		2.0
US Elogistics Service Corp.	1.0		1.3
Boyd Flotation, Inc.	0.6		1.2
SBS Transportation, Inc.	0.9		1.1
General Services Administration	0.5		1.0
Geodis Logistics, LLC	1.2		1.0
Niagara Bottling, LLC	1.0		0.9
Total	19.6	%	22.0	%

(1) Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of December 31, 2022, multiplied by 12.

The majority of our customers do not have a public corporate credit rating. We evaluate creditworthiness and financial strength of prospective customers based on financial, operating and business plan information that is provided to us by such prospective customers, as well as other market, industry, and economic information that is generally publicly available.

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Industry Diversification. The table below illustrates the diversification of our portfolio by industry classifications of our customers as of December 31, 2022:

($ and square feet in thousands)	Number of Leases	Occupied Square Feet			Annualized Base Rent (1)
Transportation / Logistics	53	7,848	15.9	%	$	51,876	17.0	%
eCommerce / Fulfillment	27	7,326	14.9			42,822	14.1
Food & Beverage	32	3,396	6.9			23,423	7.7
Manufacturing	47	2,958	6.0			19,348	6.4
Home Furnishings	16	2,604	5.3			18,337	6.0
Auto	27	3,377	6.9			17,199	5.7
Storage / Warehousing	28	3,053	6.2			16,676	5.5
Printing	11	1,514	3.1			8,578	2.8
Electrical / Wire	12	1,744	3.5			8,380	2.8
Home Improvement	23	1,321	2.7			8,332	2.7
Other	183	14,130	28.6			89,322	29.3
Total	459	49,271	100.0	%	$	304,293	100.0	%

(1) Annualized base rent is calculated as monthly base rent, including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of December 31, 2022, multiplied by 12.

DST Program and DST Program Loans. Our DST Program raises capital through private placement offerings by selling DST Interests in specific Delaware statutory trusts holding real properties. The following table presents our DST Program activity for the years ended December 31, 2022, 2021 and 2020:

		For the Year Ended December 31,
(in thousands)		2022		2021		2020 (1)
DST Interests sold	$	768,639	$	492,168	$	—
DST Interests financed by DST Program Loans (2)		83,630		68,772		—
Income earned from DST Program Loans (3)		4,811		861		—
Financing obligation liability appreciation (4)		26,568		—		—
Rent obligation incurred under master lease agreements (4)		41,702		6,039		—

(1) The DST Program was not in place during the year ended December 31, 2020.

(2) DST Program Loans are presented net of repayments.

(3) Included in other income and expenses in the consolidated statements of operations.

(4) Included in interest expense on consolidated statements of operations.

As of December 31, 2022 and 2021, we had 114 and 46 DST Program Loans, respectively, with a combined carrying value of $152.4 million and $68.8 million, respectively, and a weighted-average interest rate of 4.63% and 4.10%, respectively, and a weighted-average maturity of 9.3 years and 9.8 years, respectively, related to the DST Program. Refer to “Note 6 to the Consolidated Financial Statements” in Item 8. “Financial Statements and Supplementary Data” for additional detail regarding the DST Program.

Debt Obligations. Our consolidated indebtedness is currently comprised of borrowings under our line of credit, term loans and mortgage notes. As of December 31, 2022, we had approximately $2.9 billion of consolidated indebtedness with a weighted-average interest rate of 3.55%, which includes the effect of interest rate swap and cap agreements. The weighted-average remaining term of our consolidated debt as of December 31, 2022 was 3.6 years, excluding extension options. The total gross book value of properties encumbered by our total consolidated debt as of December 31, 2022 was $2.4 billion. See “Note 5 to the Consolidated Financial Statements” for additional information.

ITEM 3.        LEGAL PROCEEDINGS

As of the date hereof, there are no material pending legal proceedings to which we are a party or of which any of our properties are the subject.

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ITEM 4.        MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.        MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is no public trading market for our shares of common stock. On a limited basis, our stockholders may be able to have their shares redeemed through our share redemption program. In the future we may also consider various forms of additional liquidity, each of which we refer to as a “Liquidity Event,” including, but not limited to, a listing of our common stock on a national securities exchange (or the receipt by our stockholders of securities that are listed on a national securities exchange in exchange for our common stock); the sale, merger, or other transaction of our company in which our stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; and the sale of all or substantially all of our assets where our stockholders either receive, or have the option to receive, cash or other consideration. While we may consider a Liquidity Event, which may provide an additional source of value through the realization of capital appreciation, at any time in the future, we currently do not have a fixed time frame in which we intend to undertake such consideration and we are not obligated by our charter or otherwise to effect a Liquidity Event at any time. There can be no assurance that we will ever pursue a Liquidity Event. We believe that our structure as a non-exchange traded REIT that may continue to raise capital through a series of offerings with no targeted liquidity window enhances the potential to achieve our investment objectives by allowing us to acquire and manage our investment portfolio in a more flexible manner.

We commenced calculating a monthly NAV on June 15, 2018. The following table presents the high and low NAV per share of each class of common stock for each reported quarter within the two most recent fiscal years. Each class of common stock has had the same NAV for each reported period.

Quarter	Low		High
2022
First Quarter	$	12.8360	$	14.4934
Second Quarter	$	15.0822	$	15.2865
Third Quarter	$	15.3182	$	15.3806
Fourth Quarter	$	15.2644	$	15.3671
2021
First Quarter	$	10.1643	$	10.2031
Second Quarter	$	10.2518	$	10.5692
Third Quarter	$	10.7090	$	11.5332
Fourth Quarter	$	11.8169	$	12.5007

Net Asset Value

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. With the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-party valuation firm, to serve as our independent valuation advisor (“Altus Group” or the “Independent Valuation Advisor”) with respect to helping us administer the valuation and review process for the real properties in our portfolio, providing monthly real property appraisals, reviewing annual third-party real property appraisals, providing monthly valuations of our debt-related assets (excluding DST Program Loans), reviewing the internal valuations of DST Program Loans and debt-related liabilities performed by our Advisor, providing quarterly valuations of our properties subject to master lease obligations associated with the DST Program, and assisting in the development and review of our valuation procedures. As part of this process, our Advisor reviews the estimates of the values of our real property portfolio, real estate-related assets, and other assets and liabilities within our portfolio for consistency with our valuation guidelines and the overall reasonableness of the valuation conclusions, and informs our board of directors of its conclusions. Although third-party appraisal firms, the Independent Valuation Advisor, or other pricing sources may consider any comments received from us or our Advisor or other valuation sources for their individual valuations, the final estimated fair values of our real properties are determined by the Independent Valuation Advisor and the final estimates of fair values of our real estate-related assets, our other assets and our liabilities are determined by the applicable pricing source (which may, in certain instances, be our Advisor or an affiliate of Ares), subject to the oversight of our board of directors. With respect to the valuation of our real properties, the Independent Valuation Advisor provides our board of directors with

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periodic valuation reports and is available to meet with our board of directors to review valuation information, as well as our valuation guidelines and the operation and results of the valuation and review process generally. Excluding real properties that are bought or sold during a given calendar year, unconsolidated real properties held through joint ventures or partnerships are valued by a third-party appraiser at least once per calendar year. For valuations during interim periods, either our Advisor will determine the estimated fair value of the real properties owned by unconsolidated affiliates or we will utilize interim valuations determined pursuant to valuation policies and procedures for such joint ventures or partnerships. All parties engaged by us in connection with our valuation procedures, including the Independent Valuation Advisor, ALPS Fund Services Inc. (“ALPS”), and our Advisor, are subject to the oversight of our board of directors. Our board of directors has the right to engage additional valuation firms and pricing sources to review the valuation process or valuations, if deemed appropriate. At least once each calendar year our board of directors, including a majority of our independent directors, reviews the appropriateness of our valuation procedures with input from the Independent Valuation Advisor. From time to time our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures if it: (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination; or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We will publicly announce material changes to our valuation procedures. See Exhibit 99.2 of this Annual Report on Form 10-K for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by the Independent Valuation Advisor.

Our valuation procedures, which address specifically each category of our assets and liabilities and are applied separately from the preparation of our financial statements in accordance with GAAP, involve adjustments from historical cost. There are certain factors which cause NAV to be different from total equity or stockholders’ equity on a GAAP basis. Most significantly, the valuation of our real assets, which is the largest component of our NAV calculation, is provided to us by the Independent Valuation Advisor. For GAAP purposes, these assets are generally recorded at depreciated or amortized cost. Another example that will cause our NAV to differ from our GAAP total equity or stockholders’ equity is the straight-lining of rent, which results in a receivable for GAAP purposes that is not included in the determination of our NAV. The fair values of our assets and certain liabilities are determined using widely accepted methodologies and, as appropriate, the GAAP principles within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures and are used by ALPS in calculating our NAV per share. However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. We did not develop our valuation procedures with the intention of complying with fair value concepts under GAAP and, therefore, there could be differences between our fair values and the fair values derived from the principal market or most advantageous market concepts of establishing fair value under GAAP. The aggregate real property valuation of $8.92 billion compares to a GAAP basis of real properties (net of intangible lease liabilities and before accumulated amortization and depreciation) of $7.06 billion, representing a difference of approximately $1.9 billion, or 26.3%.

As used below, “Fund Interests” means our outstanding shares of common stock, along with OP Units, which may be or were held directly or indirectly by the Advisor, BCI IV Advisors Group LLC (the “Former Sponsor”), members or affiliates of the Former Sponsor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.

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The following table sets forth the components of Aggregate Fund NAV as of December 31, 2022 and September 30, 2022:

	As of
(in thousands)	December 31, 2022		September 30, 2022
Investments in industrial properties	$	8,917,900	$	8,790,900
Investment in unconsolidated joint venture partnership		22,815		21,625
Investments in real estate-related securities		60,033		—
DST Program Loans		146,728		130,764
Cash and cash equivalents		79,524		81,948
Other assets		72,478		75,890
Line of credit, term loans and mortgage notes		(2,854,397)		(2,764,450)
Financing obligations associated with our DST Program		(1,269,491)		(1,163,381)
Other liabilities		(163,320)		(165,021)
Accrued performance participation allocation		(140,505)		(136,480)
Accrued fixed component of advisory fee		(6,371)		(6,248)
Aggregate Fund NAV	$	4,865,394	$	4,865,547
Total Fund Interests outstanding		318,741		316,343

The following table sets forth the NAV per Fund Interest as of December 31, 2022:

(in thousands, except per Fund Interest data)	Total		Class T Shares		Class D Shares		Class I Shares		OP Units
Monthly NAV	$	4,865,394	$	3,469,072	$	314,092	$	1,013,040	$	69,190
Fund Interests outstanding		318,741		227,265		20,577		66,367		4,532
NAV Per Fund Interest	$	15.2644	$	15.2644	$	15.2644	$	15.2644	$	15.2644

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe the Dealer Manager under the terms of our dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for our Fund Interests. As of December 31, 2022, we estimated approximately $94.6 million of ongoing distribution fees were potentially payable to the Dealer Manager. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date.

Financing obligations associated with our DST Program, as reflected in our NAV table above, represent outstanding proceeds raised from our private placements under the DST Program due to the fact that we have an option (which may or may not be exercised) to purchase the interests in the Delaware statutory trusts and thereby acquire the real property owned by the trusts. We may acquire these properties using OP Units, cash, or a combination of both. See “Note 6 to the Consolidated Financial Statements” for additional details regarding our DST Program. We may use proceeds raised from our DST Program for the repayment of debt, acquisition of properties and other investments, distributions to our stockholders, payments under our debt obligations and master lease agreements related to properties in our DST Program, redemption payments, capital expenditures, and other general corporate purposes. We pay our Advisor an annual, fixed component of our advisory fee of 1.25% of the consideration received for selling interests in DST Properties to third-party investors, net of upfront fees and expense reimbursements payable out of gross proceeds from the sale of such interests and DST Interests financed through DST Program Loans.

We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to redeem shares under our share redemption program and our ability to modify or suspend our share redemption program at any time. Our NAV generally does not reflect the potential impact of exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.

Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party.

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The valuations of our real properties as of December 31, 2022, excluding certain newly acquired properties that are currently held at cost, which we believe reflects the fair value of such properties, were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table:

	Weighted-Average Basis
Exit capitalization rate	5.0	%
Discount rate / internal rate of return	6.1	%
Average holding period (years)	10.0

A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost, which we believe reflects the fair value of such properties:

		Increase (Decrease) to the
Input	Hypothetical Change	Fair Value of Real Properties
Exit capitalization rate (weighted-average)	0.25% decrease	3.7	%
	0.25% increase	(3.4)	%
Discount rate (weighted-average)	0.25% decrease	2.1	%
	0.25% increase	(2.0)	%

Prior to January 31, 2020, we valued our debt-related investments and real estate-related liabilities generally in accordance with fair value standards under GAAP. Beginning with our valuation for February 29, 2020, our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein), including those subject to interest rate hedges, were valued at par (i.e. at their respective outstanding balances). In addition, because we utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument which is valued at par if intended to be held to maturity. This policy of valuing at par applies regardless of whether any given interest rate hedge is considered as an asset or liability for GAAP purposes. Notwithstanding, if we acquire an investment and assume associated in-place debt from the seller that is above or below market, then consistent with how we recognize assumed debt for GAAP purposes when acquiring an asset with pre-existing debt in place, the liabilities used in the determination of our NAV will include the market value of such debt based on market value as of the closing date. The associated premium or discount on such debt as of closing that is reflected in our liabilities will then be amortized through loan maturity. Per our valuation policy, the corresponding investment is valued on an unlevered basis for purposes of determining NAV. Accordingly, all else equal, we would not recognize an immediate gain or loss to our NAV upon acquisition of an investment whereby we assume associated pre-existing debt that is above or below market. As of December 31, 2022, we classified all of our debt as intended to be held to maturity, and our liabilities included mark-to-market adjustments for pre-existing debt that we assumed upon acquisition. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of December 31, 2022 was $192.7 million lower than the carrying value used for purposes of calculating our NAV (as described above) for such debt in aggregate; meaning that if we used the fair value of our debt rather than the carrying value used for purposes of calculating our NAV (and treated the associated hedge as part of the same financial instrument), our NAV would have been higher by approximately $192.7 million, or $0.61 per share, not taking into account all of the other items that impact our monthly NAV, as of December 31, 2022.

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Reconciliation of Stockholders’ Equity and Noncontrolling Interests to NAV

The following table reconciles stockholders’ equity and noncontrolling interests per our consolidated balance sheet to our NAV as of December 31, 2022.

(in thousands)	As of December 31, 2022
Total stockholder's equity	$	2,553,035
Noncontrolling interests		312
Total equity under GAAP		2,553,347
Adjustments:
Accrued distribution fee (1)		92,138
Unrealized net real estate, financing obligations, debt and interest rate hedge appreciation (depreciation) (2)		1,720,956
Unrealized gain (loss) on investments in unconsolidated joint venture partnership(s) (3)		3,147
Accumulated depreciation and amortization (4)		421,849
Other adjustments (5)		73,957
Aggregate Fund NAV	$	4,865,394

(1) Accrued distribution fee represents the accrual for the full cost of the distribution fee for Class T and Class D shares. Under GAAP, we accrued the full cost of the distribution fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum distribution fee) as an offering cost at the time we sold the Class T and Class D shares. For purposes of calculating the NAV, we recognize the distribution fee as a reduction of NAV on a monthly basis when such fee is paid and do not deduct the liability for estimated future distribution fees that may become payable after the date as of which our NAV is calculated.

(2) Our investments in real estate are presented as historical cost in our consolidated financial statements. Additionally, our mortgage notes, term loans and line of credit are presented at their carrying value in our consolidated financial statements. As such, any increases of decreases in the fair market value of our investments in real estate or our debt instruments are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate and certain of debt are recorded at fair value. Notwithstanding, our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity, including those subject to interest rates hedges, are valued at par (i.e. at their respective outstanding balances).

(3) Our investments in unconsolidated joint venture partnerships are presented under historical cost in our consolidated financial statements. As such, any increases or decreases in the fair market value of the underlying investments or underlying debt instruments are not included in our GAAP results. For purposes of determining our NAV, the investments in the underlying real estate and certain of the underlying debt are recorded at fair value, and reflected in our NAV at our proportional ownership interest.

(4) We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV.

(5) Includes (i) straight-line rent receivables, which are recorded in accordance with GAAP but not recorded for purposes of determining our NAV (ii) redeemable noncontrolling interests related to our OP Units, which are included in our determination of NAV but not included in total equity, and (iii) other minor adjustments.

Performance

Our NAV increased from $12.50 per share as of December 31, 2021 to $15.26 per share as of December 31, 2022. The increase in NAV was primarily driven by the performance of our real estate portfolio as a result of demand in the industrial property sector which drove strong leasing and above-average market rent growth, offset in the third and fourth quarters of 2022 by the expansion of capital markets assumptions.

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As noted above, effective February 29, 2020, our board of directors approved amendments to our valuation procedures which revised the way we value property-level mortgages, corporate-level credit facilities and associated interest rate hedges when loans, including associated interest rate hedges, are intended to be held to maturity, effectively eliminating all mark-to-market adjustments for such loans and hedges from the calculation of our NAV. The following table summarizes the impact of interest rate movements on our returns assuming we continued to include the mark-to-market adjustments for all borrowing-related interest rate hedge and debt instruments beginning with the February 29, 2020 NAV:

					One-Year						Since NAV
	Trailing				(Trailing		Three-Year		Five-Year		Inception
(as of December 31, 2022)	Three-Months (1)		Year-to-Date (1)		12-Months) (1)		Annualized (1)		Annualized (1)		Annualized (1)(2)(3)
Class T Share Total Return (with Sales Charge) (3)	(4.57)	%	20.07	%	20.07	%	17.55	%	12.34	%	12.08	%
Adjusted Class T Share Total Return (with Sales Charge) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	(4.80)	%	23.88	%	23.88	%	18.83	%	13.07	%	12.78	%
Difference	0.23	%	(3.81)	%	(3.81)	%	(1.28)	%	(0.73)	%	(0.70)	%
Class T Share Total Return (without Sales Charge) (3)	(0.08)	%	25.73	%	25.73	%	19.37	%	13.37	%	13.08	%
Adjusted Class T Share Total Return (without Sales Charge) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	(0.32)	%	29.71	%	29.71	%	20.66	%	14.11	%	13.79	%
Difference	0.24	%	(3.98)	%	(3.98)	%	(1.29)	%	(0.74)	%	(0.71)	%
Class D Share Total Return (3)	0.07	%	26.45	%	26.45	%	19.94	%	N/A		14.94	%
Adjusted Class D Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	(0.18)	%	30.46	%	30.46	%	21.23	%	N/A		15.76	%
Difference	0.25	%	(4.01)	%	(4.01)	%	(1.29)	%	N/A		(0.82)	%
Class I Share Total Return (3)	0.13	%	26.75	%	26.75	%	20.42	%	14.42	%	14.13	%
Adjusted Class I Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)	(0.12)	%	30.77	%	30.77	%	21.73	%	15.17	%	14.84	%
Difference	0.25	%	(4.02)	%	(4.02)	%	(1.31)	%	(0.75)	%	(0.71)	%

(1) Performance is measured by total return, which includes income and appreciation (i.e., distributions and changes in NAV) and reinvestment of all distributions (“Total Return”) for the respective time period. Past performance is not a guarantee of future results. Performance data quoted above is historical. Current performance may be higher or lower than the performance data quoted. Actual individual stockholder returns will vary. The returns have been prepared using unaudited data and valuations of the underlying investments in our portfolio, which are estimates of fair value and form the basis for our NAV. Valuations based upon unaudited or estimated reports from the underlying investments may be subject to later adjustments or revisions, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated on any given day.

(2) The inception date for Class I shares and Class T shares was November 1, 2017, which is when shares of our common stock were first issued to third-party investors in our initial public offering. The inception date for Class D shares was July 2, 2018, which is when Class D shares of common stock were first issued to third-party investors.

(3) The Total Returns presented are based on the actual NAVs at which stockholders transacted, calculated pursuant to our valuation procedures. With respect to the “Class T Share Total Return (with Sales Charge),” the Total Returns are calculated assuming the

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stockholder also paid the maximum upfront selling commission, dealer manager fee and ongoing distribution fees in effect during the time period indicated. With respect to “Class T Share Total Return (without Sales Charge),” the Total Returns are calculated assuming the stockholder did not pay any upfront selling commission or dealer manager fee, but did pay the maximum ongoing distribution fees in effect during the time period indicated. From NAV inception to January 31, 2020, these NAVs reflected mark-to-market adjustments on our borrowing-related debt instruments and our borrowing-related interest rate hedge positions.

(4) The Adjusted Total Returns presented are based on adjusted NAVs calculated as if we had continued to mark our borrowing-related hedge and debt instruments to market following a policy change to largely exclude borrowing-related interest rate hedge and debt marks to market from our NAV calculations (except in certain circumstances pursuant to our valuation procedures), beginning with our NAV calculated as of February 29, 2020. Therefore, the NAVs used in the calculation of Adjusted Total Returns were calculated in the same manner as the NAVs used in the calculation of the unadjusted total return for periods through January 31, 2020. The Adjusted Total Returns include the incremental impact of the adjusted NAVs on advisory fees and performance fees; however, they do not include the incremental impact that the adjusted NAVs would have had on any expense support from our Advisor, or the prices at which shares were purchased in our public offerings or pursuant to our share redemption program. For calculation purposes, transactions in our common stock were assumed to occur at the adjusted NAVs.

Unregistered Sales of Equity Securities

During the year ended December 31, 2022, we issued equity securities without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act, as described below. In March 2022, we issued 0.2 million restricted Class I shares to employees of the Advisor or its affiliates for services provided to us. In addition, the holder of the special operating partnership units (the “Special Units”) in the Operating Partnership is entitled to an annual performance participation allocation if certain performance hurdles are met. As further described in “Note 11 to the Consolidated Financial Statements,” the 2021 performance participation allocation became payable on December 31, 2021 and in January 2022, we issued 6.5 million Class I OP Units to the holder of the Special Units, AIREIT Incentive Fee LP (the “Special Unit Holder”). At the direction of the Advisor and in light of our Former Sponsor having been the holder of the Special Units for the first six months of 2021, the Special Unit Holder designated 3.2 million of these Class I OP Units to entities affiliated with our Former Sponsor. Subject to certain limitations set forth in the partnership agreement of the Operating Partnership, OP Units may be repurchased by the Operating Partnership for cash unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or our charter, in which case such OP Units will be repurchased for Class I shares of our common stock with an equivalent aggregate NAV. Certain restrictions on redemption may apply if certain liquidity requirements are not met.

Share Redemption Program

We expect that there will be no regular secondary trading market for shares of our common stock. While our stockholders should view their investment as long-term with limited liquidity, we have adopted a share redemption program applicable to all shares of our common stock, whereby stockholders may receive the benefit of limited liquidity by presenting for redemption to us all or any portion of those shares in accordance with the procedures and subject to certain conditions and limitations. All references herein to classes of shares of our common stock do not include the OP Units issued by our Operating Partnership, unless the context otherwise requires.

While stockholders may request on a monthly basis that we redeem all or any portion of their shares pursuant to our share redemption program, we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, our ability to fulfill redemption requests is subject to a number of limitations. As a result, share redemptions may not be available each month. Under our share redemption program, to the extent we determine to redeem shares in any particular month, we will only redeem shares as of the last calendar day of that month (each such date, a “Redemption Date”). Redemptions will be made at the transaction price in effect on the Redemption Date, except that shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price. The Early Redemption Deduction may be waived in certain circumstances including: (i) in the case of redemption requests arising from the death or qualified disability of the holder; (ii) in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance; or (iii) with respect to shares purchased through our distribution reinvestment plan or received from us as a stock dividend. In addition, shares of our common stock acquired through the redemption of OP Units will not be subject to the Early Redemption Deduction. To have your shares redeemed, your redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the Redemption Date. An investor may withdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

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Under our share redemption program, we may redeem during any calendar month shares whose aggregate value (based on the price at which the shares are redeemed) is 2.0% of our aggregate NAV as of the last calendar day of the previous quarter and during any calendar quarter whose aggregate value (based on the price at which the shares are redeemed) is up to 5.0% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

Provided that the share redemption program has been operating and not suspended for the first month of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month. Also, provided that the share redemption program has been operating and not suspended for the first two months of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for those two months will carry over to the third month. In no event will such carry-over capacity permit the redemption of shares with aggregate value (based on the redemption price per share for the month the redemption is effected) in excess of 5% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar quarter (provided that for these purposes redemptions may be measured on a net basis as described in the paragraph below).

We currently measure the foregoing redemption allocations and limitations based on net redemptions during a month or quarter, as applicable. The term “net redemptions” means, during the applicable period, the excess of our share redemptions (capital outflows) over the proceeds from the sale of our shares (capital inflows). For purposes of measuring our redemption capacity pursuant to our share redemption program, proceeds from new subscriptions in a month are included in capital inflows on the first day of the next month because that is the first day on which such shareholders have rights in the Company. Also for purposes of measuring our redemption capacity pursuant to our share redemption program, redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day shareholders have rights in the Company. We record these redemptions in our financial statements as having occurred on the first day of the next month following receipt of the redemption request because shares redeemed in a given month are outstanding through the last day of the month. Thus, for any given calendar quarter, the maximum amount of redemptions during that quarter will be equal to (1) 5% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar quarter, plus (2) proceeds from sales of new shares in this offering (including purchases pursuant to our distribution reinvestment plan) since the beginning of the current calendar quarter. The same would apply for a given month, except that redemptions in a month would be subject to the 2% limit described above (subject to potential carry-over capacity), and netting would be measured on a monthly basis. With respect to future periods, our board of directors may choose whether the allocations and limitations will be applied to “gross redemptions,” i.e., without netting against capital inflows, rather than to net redemptions. If redemptions for a given month or quarter are measured on a gross basis rather than on a net basis, the redemption limitations could limit the amount of shares redeemed in a given month or quarter despite our receiving a net capital inflow for that month or quarter. In order for our board of directors to change the application of the allocations and limitations from net redemptions to gross redemptions or vice versa, we will provide notice to stockholders in a prospectus supplement or special or periodic report filed by us, as well as in a press release or on our website, at least 10 days before the first business day of the quarter for which the new test will apply. The determination to measure redemptions on a gross basis, or vice versa, will only be made for an entire quarter, and not particular months within a quarter.

If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests.

Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from our public offerings and/or sales of our assets.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the best interests of the company as a whole, then we may choose to redeem fewer shares than have been requested to be redeemed, or none at all. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month for any of the foregoing reasons, shares submitted for redemption during such month will be redeemed on a pro rata basis. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable. If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests

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will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests.

Our board of directors may modify or suspend our share redemption program if in its reasonable judgment it deems such actions to be in our best interest and the best interest of our stockholders. Although our board of directors has the discretion to suspend our share redemption program, our board of directors will not terminate our share redemption program other than in connection with a liquidity event which results in our stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law. Our board of directors may determine that it is in our best interests and the interest of our stockholders to suspend the share redemption program as a result of regulatory changes, changes in law, if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are redeemed, a lack of available funds, a determination that redemption requests are having an adverse effect on our operations or other factors. Once the share redemption program has been suspended, our board of directors must affirmatively authorize the recommencement of the program before stockholder requests will be considered again. Following any suspension, our share redemption program requires our board of directors to consider at least quarterly whether the continued suspension of the program is in our best interest and the best interest of our stockholders; however, we are not required to authorize the re-commencement of the share redemption program within any specified period of time and any suspension may be for an indefinite period, which would be tantamount to a termination.

The preceding summary does not purport to be a complete summary of our share redemption program and is qualified in its entirety by reference to the share redemption program, which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details regarding our redemption history.

The table below summarizes the redemption activity for the three months ended December 31, 2022, for which all eligible redemption requests were redeemed in full:

				Total Number of Shares	Maximum Number of
				Redeemed as Part of	Shares That May Yet Be
	Total Number of	Average Price Paid		Publicly Announced	Redeemed Under the
(shares in thousands)	Shares Redeemed	per Share Requested (1)		Plans or Programs	Plans or Programs (2)
For the Month Ended
October 31, 2022	1,993	$	15.34	1,993	—
November 30, 2022	2,770		15.37	2,770	—
December 31, 2022 (3)	2,804		15.37	2,804	—
Total	7,567	$	15.36	7,567	—

(1) Amount represents the average price paid to investors upon redemption.

(2) We limit the number of shares that may be redeemed per calendar quarter under the program as described above.

(3) Redemption requests accepted in December 2022 are considered redeemed on January 1, 2023 for accounting purposes and, as a result, are not included in the table above. This differs from how we treat capital outflows for purposes of the limitations of our share redemption program. For purposes of measuring our redemption capacity pursuant to our share redemption program, redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day shareholders have rights in the Company and we redeemed $118.3 million of shares of common stock for the three months ended December 31, 2022.

Distributions

Each year, we make distributions, other than capital gain dividends and deemed distributions of retained capital gain, to our stockholders in an aggregate amount at least equal to the sum of 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain or loss, 90% of our after-tax net income, if any, from foreclosure property, minus the sum of certain items of non-cash income. We will pay federal income tax on taxable income, including net capital gain, which we do not distribute to stockholders. Furthermore, if we fail to distribute with respect to each year, at least the sum of 85% of our REIT ordinary income for such year, 95% of our REIT capital gain income for such year, and any undistributed taxable income from prior periods, we will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts we actually distribute. Distributions will be

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authorized at the discretion of our board of directors, in accordance with our earnings, cash flow and general financial condition. Our board’s discretion will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements. Because we may receive income from interest or rents at various times during our fiscal year, and because our board may take various factors into consideration in setting distributions, distributions may not reflect our income earned in that particular distribution period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. Our organizational documents permit us to pay distributions from any source, including offering proceeds. We are authorized to borrow money, issue new securities or sell assets in order to make distributions. There are no restrictions on the ability of the Operating Partnership to transfer funds to us.

We intend to accrue and continue to make distributions on a regular basis. Distributions are paid on a monthly basis and are calculated as of monthly record dates. Distributions for stockholders who had elected to participate in our distribution reinvestment plan were reinvested into shares of the same class of our common stock as the shares to which the distributions relate. Some or all of the distributions may be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which could include borrowings and net proceeds from primary shares sold in our public offering, proceeds from the issuance of shares pursuant to our distribution reinvestment plan, cash resulting from the Advisor or its affiliates paying certain of our expenses, proceeds from the sales of assets, and our cash balances. We have not established a cap on the amount of its distributions that may be paid from any of these sources.

There can be no assurances that the current distribution rate will be maintained. In the near-term, we expect that we may need to continue to rely on sources other than cash flows from operations, as determined on a GAAP basis, to pay our distributions, which if insufficient could negatively impact our ability to pay such distributions. In certain years and certain individual quarters, total distributions were not fully funded by cash flows from operations. In such cases, the shortfalls were funded from proceeds from our distribution reinvestment plan or borrowings. For the year ended December 31, 2022, approximately 52.6% of our total gross distributions were paid from cash flows from operating activities, as determined on a GAAP basis, and 47.4% of our total gross distributions were funded from sources other than cash flows from operating activities; specifically, with proceeds from the issuance of shares under our distribution reinvestment plan. See “Note 11 to the Consolidated Financial Statements” for further details regarding the Expense Support Agreement among us, the Operating Partnership and the Advisor.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for detail regarding our distribution history, as well as the sources used to pay our distributions.

Holders

As of March 14, 2023, we had 216.2 million shares of our Class T common stock, 20.8 million shares of our Class D common stock and 75.5 million shares of our Class I common stock outstanding, held by a total of 33,365 stockholders, 3,895 stockholders and 10,079 stockholders, respectively, including shares held by our affiliates.

ITEM 6.        [Reserved]

ITEM 7.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our consolidated financial statements and notes thereto included in this Annual Report on Form 10-K. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” above for a description of these risks and uncertainties.

OVERVIEW

General

Ares Industrial Real Estate Income Trust Inc. is a Maryland corporation formed on August 12, 2014 to make investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to

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creditworthy corporate customers. We currently operate as a REIT for U.S. federal income tax purposes, and elected to be treated as a REIT beginning with our taxable year ended December 31, 2017. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of our assets through the Operating Partnership.

We intend to conduct a continuous offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. In order to execute this strategy in compliance with federal securities laws, we intend to file new registration statements to replace existing registration statements, such that there will not be any lag from one offering to the next. On August 4, 2021, the SEC declared our registration statement on Form S-11 with respect to our third public offering of up to $5.0 billion of shares of our common stock effective, and the third public offering commenced the same day. Under the third public offering, we are offering up to $3.75 billion of shares of our common stock in the primary offering and up to $1.25 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class D shares and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan.

Pursuant to our public offering, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the NAV per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of common stock, and is available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. See Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Net Asset Value” for further detail.

Additionally, we have a program to raise capital through private placement offerings by selling DST Interests. These private placement offerings are exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act. We anticipate that these interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 of the Code. We expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive and unique investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Code. We also offer DST Program Loans to finance no more than 50% of the purchase price of the DST Interests to certain purchasers of the interests in the Delaware statutory trusts. During 2022, we sold $768.6 million of gross interests related to the DST Program, $83.6 million of which were financed by DST Program Loans, net of repayments. See “Note 6 to the Consolidated Financial Statements” for additional detail regarding the DST Program.

During the year ended December 31, 2022, we raised gross proceeds of approximately $1.0 billion from the sale of 71.3 million shares of our common stock, including shares issued pursuant to distribution reinvestment plan. See “Note 8 to the Consolidated Financial Statements” for information concerning our public offering.

As of December 31, 2022, we directly owned and managed a real estate portfolio that included 243 industrial buildings totaling approximately 50.2 million square feet located in 29 markets throughout the U.S., with 418 customers, and was 98.1% occupied (98.9% leased) with a weighted-average remaining lease term (based on square feet) of approximately 4.2 years. The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced. During the year ended December 31, 2022, we transacted over 5.7 million square feet of new and renewal leases, and rent growth on comparable leases averaged 47.2% (calculated using cash basis rental rates). We experienced significantly higher acquisition volume in the first and second quarters of 2022 as compared to the third and fourth quarters of 2022 as the industrial property market adjusted to the impact of recent interest rate increases on acquisition pricing. Industrial market fundamentals remain favorable and we continue to evaluate acquisition opportunities within the industrial market to effectively execute our business strategy. Refer to “Note 3 to the Consolidated Financial Statements” for detail regarding our 2022 acquisition activity. As of December 31, 2022, our real estate portfolio included:

● 240 industrial buildings totaling approximately 49.7 million square feet comprised our operating portfolio, which includes stabilized properties, and was 99.0% occupied (99.1% leased) with a weighted-average remaining lease term (based on square feet) of approximately 4.2 years; and

● Three industrial buildings totaling approximately 0.5 million square feet comprised our value-add portfolio, which includes buildings acquired with the intention to reposition or redevelop, or buildings recently completed which have not yet reached

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stabilization. We generally consider a building to be stabilized on the earlier to occur of the first anniversary of a building’s shell completion or a building achieving 90% occupancy.

Additionally, as of December 31, 2022, we owned and managed 11 buildings either under construction or in the pre-construction phase totaling approximately 3.1 million square feet. Unless otherwise noted, these buildings are excluded from the presentation of our portfolio data herein.

Concurrently with the BTC II Partnership Transaction (as described Note 4 to the Consolidated Financial Statements”) on February 15, 2022, we and our joint venture partners formed the BTC II B Partnership, through which we co-own five properties that were part of the original the BTC II Partnership portfolio and were not part of the BTC II Partnership Transaction. As of December 31, 2022, we owned and managed five buildings that were either under construction or in the pre-construction phase totaling approximately 1.8 million square feet, through our 8.0% minority ownership interest in the BTC II B Partnership. Unless otherwise noted, these buildings are excluded from the presentation of our portfolio data herein.

We have used, and intend to continue to use, the net proceeds from our offerings primarily to make investments in real estate assets. We may use the net proceeds from our offerings to make other real estate-related investments and debt investments and to pay distributions. The number and type of properties we may acquire and debt and other investments we may make will depend upon real estate market conditions, the amount of proceeds we raise in our offerings, and other circumstances existing at the time we make our investments.

Our primary investment objectives include the following:

● preserving and protecting our stockholders’ capital contributions;

● providing current income to our stockholders in the form of regular distributions; and

● realizing capital appreciation in our NAV from active investment management and asset management.

There is no assurance that we will attain our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

We may acquire assets free and clear of mortgage or other indebtedness by paying the entire purchase price in cash or equity securities, or a combination thereof, and we may selectively encumber all or only certain assets with debt. The proceeds from our borrowings may be used to fund investments, make capital expenditures, pay distributions, and for general corporate purposes.

We expect to manage our corporate financing strategy under the current mortgage lending and corporate financing environment by considering various lending sources, which may include long-term fixed-rate mortgage loans, floating-rate mortgage notes, unsecured or secured lines of credit or term loans, private placement or public bond issuances, and the assumption of existing loans in connection with certain property acquisitions, or any combination of the foregoing.

Real Estate Outlook

Our results of operations are affected by a variety of factors, including conditions in both the U.S. and global financial markets and the economic and political environments.

The commercial real estate markets continued to be impacted by the challenging macroeconomic environment, including high inflation, geopolitical uncertainty and particularly the effect of rapidly rising interest rates. Given the rise in interest rates by central banks globally, property valuations adjusted downwards, with capitalization rate compressions waning and, in certain cases, yields widening. Periods of excessive or prolonged inflation and rising interest rates may negatively impact our customers’ businesses, resulting in increased vacancy, concessions or bad debt expense, which may adversely and materially affect our net operating income and NAV.

We believe some of these market trends may be offset by the continued strong fundamentals in the industrial sector. For example, the U.S. industrial real estate sector continues to benefit from positive net absorption (the net change in total occupied industrial space), low vacancy rates, and continued rent growth in our primary target markets. Consistent with recent experience and based on current market conditions, we expect average net effective rental rates on new leases signed during 2023 to be higher than the rates on expiring leases.

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Technological advancements, shifting consumer preferences, and the resultant supply chain innovations have supported continued growth of e-commerce, which has only accelerated as a result of COVID-19. E-commerce as a share of total retail sales is forecasted to grow by 28% and 47% over the next five and ten years, respectively. As online sales grow and more retailers continue to adapt to changing consumer preferences and technologies, the need for highly functional warehouse space near major cities is expected to increase. Disruptions in global supply chains may also lead to increased demand for warehouse space as users may restock goods at higher inventory levels and look to real estate to improve the efficiency of logistics operations.

We believe our portfolio is well-positioned for this market environment. Industrial market fundamentals remain favorable, supported by strong rent growth, low vacancy rates and demand generally outpacing supply. However, there is no guarantee that our outlook will remain positive for the long-term, especially if leasing fundamentals weaken in the future.

RESULTS OF OPERATIONS

Summary of 2022 Activities

During the year ended December 31, 2022, we completed the following activities:

● Our NAV increased to $15.26 per share as of December 31, 2022 as compared to $12.50 per share as of December 31, 2021. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Performance” for additional information regarding this increase.

● We raised $1.0 billion of gross equity capital from our public offering. Additionally, we raised $768.6 million of gross capital through private placement offerings by selling DST Interests, $83.6 million of which were financed by DST Program Loans, net of repayments. We redeemed 14.1 million shares for an aggregate dollar amount of $213.4 million.

● On February 15, 2022, we closed the BTC II Partnership Transaction, resulting in the direct ownership of 11 properties, totaling approximately 1.7 million square feet, that were previously part of the BTC II Partnership, for a total cost of approximately $359.2 million, which includes the cost of our previously held interest in the BTC II Partnership. Concurrently with the BTC II Partnership Transaction, we and our joint venture partners formed the BTC II B Partnership, through which we co-own five properties that were part of the original BTC II Partnership’s portfolio and were not part of the BTC II Partnership Transaction, with an 8.0% minority ownership interest.

● We closed on a recast of our unsecured credit facility for total commitments of $1.55 billion consisting of a $1.0 billion revolving credit facility and a $550.0 million term loan. The revolving credit facility’s effective interest rate is calculated based on Term Secured Overnight Financing Rate (“Term SOFR”) plus a 10 basis point adjustment plus a margin ranging from 1.25% to 2.00%, depending on our consolidated leverage ratio. The $550.0 million term loan’s effective interest rate is calculated based on an Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) plus a margin ranging from 1.20% to 1.90%, depending on our consolidated leverage ratio.

● We modified our $600.0 million term loan to use an effective interest rate that is calculated based on Term SOFR plus a 11.448 basis point adjustment plus a margin ranging from 1.35% to 2.20%, depending on our consolidated leverage ratio.

● We entered into two interest rate swaps on our $550.0 million term loan with an aggregate notional amount of $200.0 million and modified our previously existing interest rate swaps to be based on Term SOFR. In combination, these interest rate swaps effectively fix SOFR at a weighted-average of 1.57% and results in an all-in interest rate ranging from 1.76% to 3.87% for the respective swapped portions of the borrowings as of December 31, 2022.

● We entered into four interest rate swaps on our $600.0 million term loan with an aggregate notional amount of $300.0 million and modified our previously existing interest rate swaps to be based on Term SOFR. In combination, these interest rate swaps effectively fix SOFR at a weighted-average of 1.87% and results in an all-in interest rate ranging from 1.99% to 4.37% for the respective swapped portions of the borrowings as of December 31, 2022.

● We entered into a secured floating-rate mortgage note in the amount of $367.8 million with a three-year term, which may be extended pursuant to two one-year extension options. The mortgage note’s effective interest rate is calculated based on Adjusted Term SOFR plus a margin of 1.85%, depending on our consolidated leverage ratio. We also entered into an associated interest rate swap with a notional amount of $367.8 million, which effectively fixes SOFR at 2.76% and results in an all-in interest rate of

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4.71% as of December 31, 2022.

● We leased approximately 5.7 million square feet, which included 2.1 million square feet of new and future leases and 3.6 million square feet of renewals through 77 separate transactions with an average annual base rent of $7.53 per square foot, representing a 49.2% increase in rental rates over the last 12 months on comparable leases (calculated on a GAAP basis).

● As of December 31, 2022, we owned nine buildings under construction totaling approximately 3.0 million square feet, and two buildings in the pre-construction phase for an additional 0.2 million square feet.

Portfolio Information

As of December 31, 2022 and 2021, our owned and managed portfolio was as follows:

	As of December 31,
(square feet in thousands)	2022		2021
Portfolio data:
Total buildings	243		193
Total rentable square feet	50,229		37,583
Total number of customers	418		348
Percent occupied of operating portfolio (1)	99.0	%	98.3	%
Percent occupied of total portfolio (1)	98.1	%	96.6	%
Percent leased of operating portfolio (1)	99.1	%	98.3	%
Percent leased of total portfolio (1)	98.9	%	97.6	%

(1) See “Overview—General” above for a description of our operating portfolio and our total portfolio (which includes our operating and value-add portfolios) and for a description of the occupied and leased rates.

Results for the Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021

The following table sets forth information regarding our consolidated results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		Change
Revenues:
Rental revenues	$	391,605	$	177,069	$	214,536
Debt-related income		420		—		420
Total revenues		392,025		177,069		214,956
Operating expenses:
Rental expenses		94,276		42,719		51,557
Real estate-related depreciation and amortization		265,970		112,201		153,769
General and administrative expenses		13,265		8,886		4,379
Advisory fees		67,561		28,558		39,003
Performance participation allocation		140,505		81,185		59,320
Acquisition costs and reimbursements		5,322		3,735		1,587
Total operating expenses		586,899		277,284		309,615
Other (income) expenses:
Equity in loss (income) from unconsolidated joint venture partnership(s)		97		(54,296)		54,393
Interest expense		150,824		30,463		120,361
(Gain) loss on derivative instruments		(28,628)		177		(28,805)
Other income and expenses		(4,252)		(732)		(3,520)
Total other (income) expenses		118,041		(24,388)		142,429
Net loss		(312,915)		(75,827)		(237,088)
Net loss attributable to redeemable noncontrolling interests		4,874		498		4,376
Net income attributable to noncontrolling interests		(38)		(20)		(18)
Net loss attributable to common stockholders	$	(308,079)	$	(75,349)	$	(232,730)
Net loss per common share - basic and diluted	$	(1.04)	$	(0.37)	$	(0.67)

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Rental Revenues. Rental revenues are comprised of rental income, straight-line rent and amortization of above- and below-market lease assets and liabilities. Total rental revenues increased by approximately $214.5 million for the year ended December 31, 2022, as compared to the same period in 2021, primarily due to an increase in non-same store revenues, which was attributable to the significant growth in our portfolio over this period. For the year ended December 31, 2022, non-same store rental revenues reflect the addition of 177 industrial buildings we have acquired since January 1, 2021, as well as five value-add properties that were acquired during 2020 and stabilized during 2021. See “Same Store Portfolio Results of Operations” below for further details of the same store revenues.

Rental Expenses. Rental expenses include certain property operating expenses typically reimbursed by our customers, such as real estate taxes, property insurance, property management fees, repair and maintenance, and utilities. Total rental expenses increased by approximately $51.6 million for the year ended December 31, 2022, as compared to the same period in 2021, primarily due to an increase in non-same store expenses, which was attributable to the significant acquisition activity in our portfolio since January 1, 2021, as noted above. See “Same Store Portfolio Results of Operations” below for further details of the same store expenses.

All Remaining Income and Expenses. In aggregate, the remaining income and expenses increased by approximately $400.5 million for the year ended December 31, 2022, as compared to the same period in 2021, primarily due to the following:

● an increase in real estate-related depreciation and amortization expense totaling an aggregate amount of $153.8 million for the year ended December 31, 2022, as a result of the growth in our portfolio since the same period in 2021;

● an increase in interest expense of $120.4 million for the year ended December 31, 2022, as compared to the same period in 2021, primarily related to (i) a $55.6 million increase in mortgage note and term loan interest (including the effects of interest rate swap agreements) related to increased borrowings during 2022, the timing of certain borrowings in 2021, and increased interest rates related to certain variable rate debt; (ii) a $35.7 million increase of master lease payments recorded as interest expense associated with our DST Program that was initiated in the second quarter of 2021; and (iii) $26.6 million increase of the accretion of the increased value of our financing obligations as a result of increases in the underlying fair value of the properties included in the DST Program;

● an increase in the performance participation allocation of $59.3 million and the fixed component of the advisory fee of $39.0 million for the year ended December 31, 2022, as a result of (i) the significant increase of total return driven by a substantial increase in the value of our properties as a result of the demand in the industrial property sector, as compared to the same period in 2021, and (ii) continued growth in our NAV, which was primarily driven by gross proceeds of $1.0 billion raised from our public offering and $768.6 million of DST Interests sold for the year ended December 31, 2022; and

● a decrease in equity in income from unconsolidated joint venture partnership(s) of $54.4 million for the year ended December 31, 2022 as compared to the same period of the previous year, primarily related to (i) $47.7 million of incentive fee income associated with the 2021 incentive fee distribution from the BTC II Partnership after certain return thresholds were met during the fourth quarter of 2021, and (ii) the timing of the BTC I Partnership Transaction and the BTC II Partnership Transaction (as described in Note 4 to the Consolidated Financial Statements”) in the second quarter of 2021 and the first quarter of 2022, respectively, resulting in partial years of operating results received from the BTC Partnerships.

Partially offset by:

● an increase in the gain on derivative instruments of $28.8 million for the year ended December 31, 2022, as compared to the same period of the previous year, due to the 2022 gain related to our interest rate caps as a result of increasing interest rates.

Same Store Portfolio Results of Operations

Net operating income (“NOI”) is a supplemental non-GAAP measure of our property operating results. We define NOI as operating revenues less operating expenses. While we believe our net income (loss), as defined by GAAP, to be the most appropriate measure to evaluate our overall performance, we consider NOI to be an appropriate supplemental performance measure. We believe NOI provides useful information to our investors regarding our results of operations because NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of properties, such as real estate-related depreciation and amortization, acquisition-related expenses, advisory fees, impairment charges, general and administrative expenses, interest expense, other income and expense and noncontrolling interests. However, NOI should not be viewed as an alternative

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measure of our financial performance since it excludes such items, which could materially impact our results of operations. Further, our NOI may not be comparable to that of other real estate companies as they may use different methodologies for calculating NOI, therefore our investors should consider net income (loss) as the primary indicator of our overall financial performance.

We evaluate the performance of consolidated operating properties we own and manage using a same store analysis because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of any material changes in the composition of the aggregate portfolio on performance measures. We have defined the same store portfolio to include consolidated operating properties owned for the entirety of both the current and prior reporting periods for which the operations had been stabilized. Unconsolidated properties are excluded from the same store portfolio because we account for our interest in our joint venture partnership using the equity method of accounting; therefore, our proportionate share of income and loss is recognized in income (loss) of our unconsolidated joint venture partnership on the consolidated statements of operations. “Other properties” includes buildings not meeting the same store criteria. Our same store analysis may not be comparable to that of other real estate companies and should not be considered to be more relevant or accurate in evaluating our operating performance than current GAAP methodology.

The same store operating portfolio for the year ended December 31, 2022 as compared to the year ended December 31, 2021 presented below included 60 buildings totaling approximately 12.1 million square feet owned as of January 1, 2021, which represented 24.1% of total rentable square feet, 26.0% of total revenues, and 26.1% of net operating income for the year ended December 31, 2022.

The following table reconciles GAAP net income (loss) to same store portfolio NOI for the years ended December 31, 2022 and 2021:

	For the Year Ended December 31,
(in thousands)	2022		2021
Net loss attributable to common stockholders	$	(308,079)	$	(75,349)
Debt-related income		(420)		—
Real estate-related depreciation and amortization		265,970		112,201
General and administrative expenses		13,265		8,886
Advisory fees		67,561		28,558
Performance participation allocation		140,505		81,185
Acquisition costs and reimbursements		5,322		3,735
Equity in loss (income) from unconsolidated joint venture partnership(s)		97		(54,296)
Interest expense		150,824		30,463
(Gain) loss on derivative instruments		(28,628)		177
Other income and expenses		(4,252)		(732)
Net loss attributable to redeemable noncontrolling interests		(4,874)		(498)
Net income attributable to noncontrolling interests		38		20
Net operating income	$	297,329	$	134,350
Less: Non-same store NOI		219,799		61,806
Same store NOI	$	77,530	$	72,544

The following table includes a breakout of our results for our same store portfolio for rental revenues, rental expenses and NOI for the year ended December 31, 2022 as compared to the year ended December 31, 2021:

	For the Year Ended
(in thousands)	December 31, 2022		December 31, 2021		Change		% Change
Rental revenues:
Same store operating properties	$	101,710	$	95,868	$	5,842		6.1	%
Other properties		289,895		81,201		208,694		NM
Total rental revenues		391,605		177,069		214,536		NM
Rental expenses:
Same store operating properties		(24,180)		(23,324)		(856)		(3.7)	%
Other properties		(70,096)		(19,395)		(50,701)		NM
Total rental expenses		(94,276)		(42,719)		(51,557)		NM
Net operating income:
Same store operating properties		77,530		72,544		4,986		6.9	%
Other properties		219,799		61,806		157,993		NM
Total net operating income	$	297,329	$	134,350	$	162,979		NM

NM = Not meaningful

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Rental Revenues. Non-same store revenues increased by $208.7 million for the year ended December 31, 2022 as compared to the same period in 2021 as a result of the addition of 177 industrial buildings we have acquired since January 1, 2021, as well as five value-add properties that were acquired during 2020 and stabilized during 2021. Same store rental revenues increased by $5.8 million, or 6.1%, for the year ended December 31, 2022 as compared to the previous year, primarily due to increases in rental rates and an increase in recoverable expenses that resulted in increases to recovery revenue.

Rental Expenses. Non-same store rental expenses increased by $50.7 million for the year ended December 31, 2022 as compared to the same period in 2021, primarily due to the significant growth in our portfolio. Same store rental expenses increased by $0.9 million, or 3.7%, for the year ended December 31, 2022 as compared to the same period in 2021, primarily due to the successful resolution of a prior year tax appeal related to one of our properties and an increase in property management fees tied to the increases in rental rates, both resulting in an increase in recoverable expenses, partially offset by a decrease in certain property-related expenses.

Operating Expense Limitation

Generally, we are prohibited by our charter from incurring total operating expenses which, at the end of the four preceding fiscal quarters exceeds the greater of: (i) 2.0% of our average invested assets, or (ii) 25.0% of our net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Limitation”). For these purposes, total operating expenses exclude rental expenses, real estate-related depreciation and amortization expense, interest expense, acquisition expenses, taxes and impairments. Our charter requires that we calculate the figures used in determining whether operating expenses have exceeded the 2%/25% Limitation in accordance with GAAP applied on a consistent basis. Notwithstanding the above, we may incur total operating expenses in excess of this limitation if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. Our total operating expenses exceeded the 2%/25% Limitation as of the four fiscal quarters ended December 31, 2022. All of our independent directors determined that the excess expenses were justified based upon a review of unusual and non-recurring factors, including but not limited to: the strong performance of our portfolio driven by the continued demand in the industrial property sector and the resulting significant growth in our NAV and total return generated for the period which drove a significant increase in the performance participation allocation. Other factors considered include our continued, strong capital raise and the timing of our deployment during the period, including the BTC II Partnership Transaction in the first quarter of 2022 and the acquisition of 38 industrial properties in the second quarter of 2022. The calculation of the performance participation allocation is based in part on our calculation of NAV, which takes into account any increases or decreases in the fair market value of our investments in real estate, meaning that generally, as NAV increases and the corresponding total return generated for stockholders increases, the performance participation allocation increases. However, as noted above, unlike our NAV and the performance participation allocation, the 2%/25% Limitation is calculated in accordance with GAAP and the calculation of net income for purposes of the limitation does not take into account the significant fair market value gains generated by our investments in real estate for the period, resulting in an incongruous comparison between total operating expenses and the 2%/25% Limitation.

Results for the Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 9, 2022, which is incorporated herein by reference, for a comparison of our results of operations for the year ended December 31, 2021 and December 31, 2020.

ADDITIONAL MEASURES OF PERFORMANCE

Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”)

We believe that FFO and AFFO, in addition to net income (loss) and cash flows from operating activities as defined by GAAP, are useful supplemental performance measures that our management uses to evaluate our consolidated operating performance. However, these supplemental, non-GAAP measures should not be considered as alternatives to net income (loss) or to cash flows from operating activities as indications of our performance and are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity, and results of operations. In addition, other REITs may define FFO, AFFO, and similar measures differently and choose to treat certain accounting line items in a manner different from us due to specific differences in investment and operating strategy or for other reasons.

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FFO. As defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation and amortization. We believe FFO is a meaningful supplemental measure of our operating performance that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. We use FFO as an indication of our consolidated operating performance and as a guide to making decisions about future investments.

AFFO. AFFO further adjusts FFO to reflect the performance of our portfolio by adjusting for items we believe are not directly attributable to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) performance-based incentive fee (income) expense, (ii) unrealized (gain) loss from changes in fair value of financial instruments, and (iii) financing obligation liability appreciation (depreciation).

Although some REITs may present certain performance measures differently, we believe FFO and AFFO generally facilitate a comparison to other REITs that have similar operating characteristics to us. We believe investors are best served if the information that is made available to them allows them to align their analyses and evaluation with the same performance metrics used by management in planning and executing our business strategy. Neither the SEC, NAREIT, nor any regulatory body has passed judgment on the acceptability of the adjustments used to calculate FFO or AFFO. In the future, the SEC, NAREIT, or a regulatory body may decide to standardize the allowable adjustments across the non-traded REIT industry at which point we may adjust our calculations and characterizations of FFO and AFFO.

The following unaudited table presents a reconciliation of GAAP net income (loss) to NAREIT FFO and AFFO:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
GAAP net loss	$	(312,915)	$	(75,827)	$	(30,175)
Weighted-average shares outstanding—diluted		300,216		202,480	$	113,506
GAAP net loss per common share—diluted		(1.04)		(0.37)		(0.27)
Adjustments to arrive at FFO:
Real estate-related depreciation and amortization		265,970		112,201		46,483
Our share of adjustment above from unconsolidated joint venture partnerships		371		8,094		5,048
Our share of net gain on disposition of real estate properties of unconsolidated joint venture partnership		—		(7,666)		—
NAREIT FFO	$	(46,574)	$	36,802		21,356
NAREIT FFO per common share—diluted	$	(0.16)	$	0.18		0.19
Adjustments to arrive at AFFO:
Performance-based incentive fee (income) expense, net		140,505		33,507		9,640
Unrealized (gain) loss on derivative instruments (1)		(25,175)		177		—
Financing obligation liability appreciation		26,568		—		—
AFFO	$	95,324	$	70,486		30,996

(1) Unrealized (gain) loss on changes in fair value of financial instruments relates to mark-to-market changes on our derivatives not designated as cash flow hedges.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of capital for meeting our cash requirements are net proceeds from our public and private offerings, including proceeds from the sale of shares offered through our distribution reinvestment plan, debt financings, and cash generated from operating activities. Our principal uses of funds are, and will be, for the acquisition of properties and other investments, capital expenditures, operating expenses, payments under our debt obligations, distributions to our stockholders, redemption payments and payments pursuant to the master lease agreements related to properties in our DST Program. Over time, we intend to fund a majority of our cash needs for items other than asset acquisitions, including the repayment of debt and capital expenditures, from operating cash flows and refinancings. Our primary material cash requirements for the next 12 months relate to our indebtedness and future minimum lease payments associated with

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our DST Program. As of December 31, 2022, we had outstanding line of credit, term loan and mortgage note borrowings with varying maturities for an aggregate principal amount of $2.9 billion, with no principal amounts payable within the next 12 months. As of December 31, 2022, we had $57.8 million of future minimum lease payments related to the properties in our DST Program due in the next 12 months. We expect to be able to pay our interest expense and rent obligations over the next 12 months and beyond through operating cash flows and/or borrowings. Additionally, given the increase in market volatility, increased interest rates, high inflation and the potential recessionary environment, we may experience a decreased pace of net proceeds raised from our public offering, reducing our ability to purchase assets, which may similarly delay the returns generated from our investments and affect NAV. There may be a delay between the deployment of proceeds raised from our public and private offerings and our purchase of assets, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investments.

During 2022, we raised $1.0 billion of gross equity capital from our public offering and redemptions of common stock amounted to $213.4 million. As of December 31, 2022, we had cash and cash equivalents of $79.5 million and leverage of 30.8%, calculated as our total borrowings outstanding less cash and cash equivalents, divided by the fair value of our real property plus our investment in our unconsolidated joint venture partnership and investments in real estate-related securities, as determined in accordance with our valuation procedures. See “—Capital Resources and Uses of Liquidity—Offering Proceeds” for further information concerning capital raised in 2022. As of December 31, 2022, we owned and managed a real estate portfolio that included 243 industrial buildings totaling approximately 50.2 million square feet, with a diverse roster of 418 customers, large and small, spanning a multitude of industries and sectors across 29 markets, with a strategic weighting towards top tier markets where we have historically seen the lowest volatility combined with positive returns over time. Our portfolio was 98.1% occupied (98.9% leased) with a weighted-average remaining lease term (based on square feet) of 4.2 years.

The Advisor, subject to the oversight of our board of directors and, under certain circumstances, the investment committee or other committees established by our board of directors, will continue to evaluate potential acquisitions and will engage in negotiations with sellers and lenders on our behalf. Pending investment in property, debt and other investments, we may decide to temporarily invest any unused proceeds from our public offerings in certain investments that are expected to yield lower returns than those earned on real estate assets. During these times of economic uncertainty, we have seen and could once again see a slowdown in transaction volume, which would adversely impact our ability to acquire real estate assets, which would cause us to retain more lower yielding investments and hold them for longer periods of time while we seek to acquire additional real estate assets. These lower returns may affect our NAV and our ability to make distributions to our stockholders. Potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from the sale of assets, and undistributed funds from operations.

We believe that our cash on-hand, anticipated net offering proceeds, and anticipated financing activities will be sufficient to meet our liquidity needs for the foreseeable future over the next 12 months and beyond.

Cash Flows. The following table summarizes our cash flows, as determined on a GAAP basis, for the following periods:

	For the Year Ended December 31,
(in thousands)	2022		2021		Change
Total cash provided by (used in):
Operating activities	$	101,573	$	62,586	$	38,987
Investing activities		(2,076,784)		(3,239,209)		1,162,425
Financing activities		1,837,499		3,161,459		(1,323,960)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(137,712)	$	(15,164)	$	(122,548)

2022 Cash Flows Compared to 2021 Cash Flows

Cash provided by operating activities during the year ended December 31, 2022 increased by approximately $39.0 million as compared to the same period in 2021, primarily due to significant growth in our property operations, partially offset by the increase in advisory fees and interest expense for the year ended December 31, 2022 as compared to the same period in 2021.

Cash used in investing activities during the year ended December 31, 2022 decreased by approximately $1.16 billion as compared to the same period in 2021, primarily due to (i) a net decrease in acquisition activity of $1.40 billion, which is related to higher acquisition activity in the previous year with the acquisition of 128 industrial properties during the year ended December 31, 2021, including the

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BTC I Partnership Transaction, as compared to the 49 industrial properties acquired and one development building completed during the year ended December 31, 2022, including the BTC II Partnership Transaction; partially offset by (i) a net increase in capital expenditure activity of $168.8 million related to increased development activity during the year ended December 31, 2022; (ii) the purchase of available-for-sale debt securities for $59.7 million during the year ended December 31, 2022; and (iii) a decrease in distributions received from our unconsolidated joint venture partnership of $5.2 million.

Cash provided by financing activities during the year ended December 31, 2022 decreased by approximately $1.32 billion as compared to the same period in 2021, primarily driven by (i) a decrease in net borrowing activity of $1.18 billion under our term loans and secured mortgage notes, (ii) a $227.3 million decrease in capital raised through our public offerings, net of offering costs paid; (iii) a $188.3 million increase in redemptions of our common stock; (iv) the redemption of $40.9 million Class I OP Units and (v) a $31.7 million increase in distributions paid to our common stockholders, redeemable noncontrolling interest holders and the preferred shareholders of our subsidiary REITs. These decreases were partially offset by (i) an increase in net proceeds from financing obligations associated with the DST Program of $256.9 million and (ii) an increase in net borrowing activity of $90.0 million under our line of credit during the year ended December 31, 2022 as compared to the same period in 2021.

2021 Cash Flows Compared to 2020 Cash Flows

See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 9, 2022, which is incorporated herein by reference, for a comparison of our cash flows for the years ended December 31, 2021 and December 31, 2020.

Capital Resources and Uses of Liquidity

In addition to our cash and cash equivalents balance available, our capital resources and uses of liquidity are as follows:

Line of Credit and Term Loans. As of December 31, 2022, we had an aggregate of $2.2 billion of commitments under our credit agreements, including $1.0 billion under our line of credit and $1.2 billion under our two term loans. As of that date, we had $90.0 million outstanding under our line of credit and $1.2 billion outstanding under our term loans with an effective interest rate of 3.45%, which includes the effect of the interest rate swap agreements. The unused and available portions under our line of credit were both $910.0 billion as of December 31, 2022. Our $1.0 billion line of credit matures in March 2025 and may be extended pursuant to two one-year extension options, subject to continuing compliance with certain financial covenants and other customary conditions. Our $600.0 million term loan matures in May 2026 and our $550.0 million term loan matures in March 2027. Our line of credit and term loan borrowings are available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by us. Refer to “Note 5 to the Consolidated Financial Statements” for additional information regarding our line of credit and term loans.

Mortgage Notes. As of December 31, 2022, we had property-level borrowings of approximately $1.6 billion of principal outstanding with a weighted-average remaining term of 3.6 years. These borrowings are secured by mortgages or deeds of trust and related assignments and security interests in the collateralized properties, and had a weighted-average interest rate of 3.62%. Refer to “Note 5 to the Consolidated Financial Statements” for additional information regarding the mortgage notes.

As of December 31, 2022, we have no indebtedness with initial or extended maturity dates beyond 2023 that has exposure to LIBOR. Refer to “Note 5 to the Consolidated Financial Statements” for additional information regarding interest rates.

Debt Covenants. Our line of credit, term loan and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the agreements governing our line of credit and term loans contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. These covenants may limit our ability to incur additional debt, to make borrowings under our line of credit, or to pay distributions. We were in compliance with all of our debt covenants as of December 31, 2022.

Leverage. We use financial leverage to provide additional funds to support our investment activities. We may finance a portion of the purchase price of any real estate asset that we acquired with borrowings on short or long-term basis from banks, institutional investors and other lenders. We calculate our leverage for reporting purposes as the outstanding principal balance of our borrowings less cash and cash equivalents, divided by the fair value of our real property plus our investment in our unconsolidated joint venture partnership and investments in real estate-related securities, as determined in accordance with our valuation procedures. We had leverage of 30.8% as of

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December 31, 2022. Our management believes our strong equity raise and the timing of our deployment of capital accounts for our lower leverage as of December 31, 2022 and expects that as we deploy capital going forward, our leverage will near approximately 50%. Due to the increase in interest rates in 2022, increased market volatility, and the potential of a global recession in the near-term, the cost of financing or refinancing our purchase of assets may affect returns generated by our investments. Additionally, these factors may cause our borrowing capacity to be reduced, which could similarly delay or reduce benefits to our stockholders.

Future Minimum Lease Payments Related to the DST Program. As of December 31, 2022, we had $1.1 billion of future minimum lease payments related to the DST Program. The underlying interests of each property that is sold to investors pursuant to the DST Program are leased back by an indirect wholly-owned subsidiary of the Operating Partnership on a long-term basis of up to 29 years.

Offering Proceeds. For the year ended December 31, 2022, aggregate gross proceeds raised from our public offering, including proceeds raised through our distribution reinvestment plan, were $1.04 billion ($1.01 billion net of direct selling costs).

Distributions. We intend to continue to accrue and make distributions on a regular basis. For the year ended December 31, 2022, approximately 52.6% of our total gross distributions were paid from cash flows from operating activities, as determined on a GAAP basis, and 47.4% of our total gross distributions were funded from sources other than cash flows from operating activities, as determined on a GAAP basis; specifically, with proceeds from shares issued pursuant to our distribution reinvestment plan. Some or all of our future distributions may be paid from sources other than cash flows from operating activities, such as cash flows from financing activities, which include borrowings (including borrowings secured by our assets), proceeds from the issuance of shares pursuant to our distribution reinvestment plan, proceeds from sales of assets, interest income from our cash balances, and the net proceeds from primary shares sold in our public offerings. We have not established a cap on the amount of our distributions that may be paid from any of these sources. The amount of any distributions will be determined by our board of directors, and will depend on, among other things, current and projected cash requirements, tax considerations and other factors deemed relevant by our board.

For the first quarter of 2023, our board of directors authorized monthly distributions to all common stockholders of record as of the close of business on the last business day of each month for the first quarter of 2023, or January 31, 2023, February 28, 2023 and March 31, 2023 (each a “Distribution Record Date”). The distributions were authorized at a quarterly rate of (i) $0.13625 per Class I share of common stock and (ii) $0.13625 per Class T share and per Class D share of common stock, less the respective annual distribution fees that are payable monthly with respect to such Class T shares and Class D shares. This quarterly rate is equal to a monthly rate of (i) $0.04542 per Class I share of common stock and (ii) $0.04542 per Class T share and per Class D share of common stock, less the respective annual distribution fees that are payable with respect to such Class T shares and Class D shares. Distributions for each month of the first quarter of 2023 have been or will be paid in cash or reinvested in shares of our common stock for those electing to participate in our distribution reinvestment plan following the close of business on the respective Distribution Record Date applicable to such monthly distributions.

There can be no assurances that the current distribution rate or amount per share will be maintained. In the near-term, we expect that we may need to continue to rely on sources other than cash flows from operations, as determined on a GAAP basis, to pay distributions, which if insufficient could negatively impact our ability to pay such distributions. In certain years and certain individual quarters, total distributions were not fully funded by cash flows from operations. In such cases, the shortfalls were funded from proceeds from our distribution reinvestment plan or borrowings.

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The following table outlines sources used, as determined on a GAAP basis, to pay total gross distributions (which are paid in cash or reinvested in shares of our common stock through our distribution reinvestment plan (“DRIP”)) for the years ended as of the dates indicated below:

	For the Year Ended December 31, 2022				For the Year Ended December 31, 2021
($ in thousands)	Amount		Percentage		Amount		Percentage
Distributions
Paid in cash (1)(2)	$	85,947	52.6	%	$	55,459	50.3	%
Reinvested in shares		77,569	47.4			54,724	49.7
Total	$	163,516	100.0	%	$	110,183	100.0	%
Sources of Distributions
Cash flows from operating activities (2)	$	85,947	52.6	%	$	55,459	50.3	%
DRIP (3)		77,569	47.4			54,724	49.7
Total	$	163,516	100.0	%	$	110,183	100.0	%

(1) Includes distribution fees relating to Class T shares and Class D shares issued in the primary portion of our public offerings. See “Note 11 to the Consolidated Financial Statements” in Item 8, “Financial Statements and Supplementary Data” for further detail regarding the ongoing distribution fees.

(2) Includes distributions paid to holders of OP Units for redeemable noncontrolling interests.

(3) Stockholders may elect to have their distributions reinvested in shares of our common stock through our distribution reinvestment plan.

For the years ended December 31, 2022 and 2021, our NAREIT FFO was $(46.6) million and $36.8 million, respectively, compared to total gross distributions of $163.5 million and $110.2 million, respectively. FFO is a non-GAAP operating metric and should not be used as a liquidity measure. However, management believes the relationship between FFO and distributions may be meaningful for investors to better understand the sustainability of our operating performance compared to distributions made. Refer to “Additional Measures of Performance” above for the definition of FFO, as well as a detailed reconciliation of our GAAP net income (loss) to FFO.

Refer to “Note 8 to the Consolidated Financial Statements” for further detail on our distributions.

Redemptions. Below is a summary of redemptions pursuant to our share redemption program for the years ended December 31, 2022 and 2021. All eligible redemption requests were fulfilled for the periods presented. Our board of directors may modify or suspend our current share redemption program if it deems such action to be in the best interest of our stockholders. Refer to Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasers of Equity Securities—Share Redemption Program” for detail regarding our share redemption program.

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Number of eligible shares redeemed		14,109		2,350		493
Aggregate dollar amount of shares redeemed	$	213,444	$	25,109	$	4,867
Average redemption price per share	$	15.13	$	10.68	$	9.87

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We experienced aggregate positive net inflows during the fourth quarter ended December 31, 2022, from the proceeds of our capital raising efforts, including from the DST Program. When measuring capital inflows for these purposes (and aggregating them for quarter-to-date purposes), proceeds from new subscriptions in a month are included on the first day of the next month because that is the first day on which such shareholders have rights in the Company. New subscriptions for interests in our DST Program are included in the month in which they close. When measuring monthly capital outflows for these purposes (and aggregating them for quarter-to-date purposes), both share and OP unit redemption requests received in a month are included on the last day of such month because that is the last day the shareholders or unitholders, respectively, have rights in the Company. We record these redemptions in our financial statements as having occurred on the first day of the next month following receipt of the redemption request because shares redeemed in a given month are considered outstanding through the last day of the month. Although our quarterly aggregate net flows may be positive, any given month or component may be negative.

SUBSEQUENT EVENTS

See “Note 16 to the Consolidated Financial Statements” for information regarding subsequent events.

INFLATION

Increases in the costs of owning and operating our properties due to inflation could impact our results of operations and financial condition to the extent such increases are not reimbursed or paid by our customers. Our leases may require our customers to pay certain taxes and operating expenses, either in part or in whole, or may provide for separate real estate tax and operating expense reimbursement escalations over a base amount. In addition, our leases provide for fixed base rent increases or indexed increases. As a result, most inflationary increases in costs may be at least partially offset by the contractual rent increases and operating expense reimbursement provisions or escalations.

In the United States, inflation is at a 40-year high, and its impact on the U.S. economy and the impact of any measures that may be taken by government officials to curb inflation remain uncertain. Periods of excessive or prolonged inflation may negatively impact our customers’ businesses, resulting in increased vacancy, concessions or bad debt expense, which may adversely and materially affect our results of operations, financial condition, NAV and cash flows.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those estimates that require management to make challenging, subjective, or complex judgments, often because they must estimate the effects of matters that are inherently uncertain and may change in subsequent periods. Critical accounting estimates involve judgments and uncertainties that are sufficiently sensitive and may result in materially different results under different assumptions and conditions and can have a material impact on the consolidated financial statements.

Investment in Real Estate Properties

We first determine whether an acquisition constitutes a business or asset acquisition. Upon determination of an asset acquisition, the purchase price of a property is allocated to land, building and improvements, and intangible lease assets and liabilities. Fair value determinations are based on estimated cash flow projections that utilize discount and/or capitalization rates, as well as certain available market information. The fair value of land, building and improvements considers the value of the property as if it were vacant. The fair value of intangible lease assets is based on our evaluation of the specific characteristics of each lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, current market conditions and market rates, the customer’s credit quality and costs to execute similar leases. The fair value of above- and below-market leases is calculated as the present value of the difference between the contractual amounts to be paid pursuant to each in-place lease and our estimate of fair market lease rates for each corresponding in-place lease, using a discount rate that reflects the risks associated with the leases acquired and measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases. In estimating carrying costs, we include estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider tenant improvements, leasing commissions and legal and other related expenses.

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Impairment of Real Estate Properties

We review our investment in real estate properties individually whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded for the difference between estimated fair value of the real estate property and the carrying amount when the estimated future cash flows and the estimated liquidation value of the real estate property are less than the real estate property carrying amount. Our estimates of future cash flows and liquidation values require us to make assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for customers, changes in market rental rates, costs to operate each property, and expected ownership periods that can be difficult to predict.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have and may continue to be exposed to the impact of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows, and optimize overall borrowing costs. To achieve these objectives, we plan to borrow on a fixed interest rate basis for longer-term debt and utilize interest rate swap and cap agreements on certain variable interest rate debt in order to limit the effects of changes in interest rates on our results of operations. As of December 31, 2022, our consolidated debt outstanding consisted of borrowings under our line of credit, term loans and mortgage notes.

Fixed Interest Rate Debt. As of December 31, 2022, our fixed interest rate debt consisted of $550.0 million under our $550.0 million term loan and $525.0 million of commitments under our $600.0 million term loan, which were effectively fixed through the use of interest swap agreements, and $996.7 million of principal borrowings under five of our mortgage notes. In total, our fixed rate debt represented approximately 72.6% of our total consolidated debt as of December 31, 2022. The impact of interest rate fluctuations on our consolidated fixed interest rate debt will generally not affect our future earnings or cash flows unless such borrowings mature, are otherwise terminated or payments are made on the principal balance. However, interest rate changes could affect the fair value of our fixed interest rate debt. As of December 31, 2022, the fair value and the carrying value of our consolidated fixed interest rate debt, excluding the values of hedges, were $1.98 billion and $2.07 billion, respectively. The fair value estimate of our fixed interest rate debt was estimated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated on December 31, 2022. Given we generally expect to hold our fixed interest rate debt to maturity or until such debt instruments otherwise open up for prepayment at par, and the amounts due under such debt instruments should be limited to the outstanding principal balance and any accrued and unpaid interest at such time, we do not expect that any resulting change in fair value of our fixed interest rate debt due to market fluctuations in interest rates would have a significant impact on our operating cash flows.

Variable Interest Rate Debt. As of December 31, 2022, our consolidated variable interest rate debt consisted of $90.0 million under our line of credit, $75.0 million under our term loans and $617.3 million under two of our mortgage notes, which represented 27.4% of our total consolidated debt. Interest rate changes on the variable portion of our consolidated variable-rate debt could impact our future earnings and cash flows but would not significantly affect the fair value of such debt. As of December 31, 2022, we were exposed to market risks related to fluctuations in interest rates on $782.3 million of consolidated borrowings; however, $578.0 million of these borrowings are capped through the use of two interest rate cap agreements. A hypothetical 25 basis points increase in the all-in interest rate on the outstanding balance of our consolidated variable interest rate debt as of December 31, 2022, would increase our annual interest expense by approximately $0.5 million, including the effects of our interest rate cap agreements.

Derivative Instruments. As of December 31, 2022, we had 19 outstanding derivative instruments with an aggregate notional amount of $2.0 billion. These derivative instruments were comprised of interest rate swaps and interest rate caps that were designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. See “Note 5 to the Consolidated Financial Statements” for further detail on our derivative instruments. We are exposed to credit risk of the counterparty to our interest rate cap and swap agreements in the event of non-performance under the terms of the agreements. If we were not able to replace these caps or swaps in the event of non-performance by the counterparty, we would be subject to variability of the interest rate on the amount outstanding under our debt that is fixed or capped through the use of the swaps or caps, respectively.

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ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ares Industrial Real Estate Income Trust Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ares Industrial Real Estate Income Trust Inc. and subsidiaries (the Company) as of December 31, 2022 and December 31, 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and December 31, 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the estimated fair value of certain acquired tangible assets

As described in Notes 2 and 3 to the consolidated financial statements, the Company acquired land of $366.1 million and building and improvements of $1.4 billion during 2022 that were accounted for as asset acquisitions. Upon an asset acquisition, the purchase price is allocated to land, building and improvements, and intangible lease assets and liabilities based on their relative fair value.

We identified the evaluation of the estimated fair value of certain acquired tangible assets in asset acquisitions, as a critical audit matter. The tangible assets included land and building and improvements. Specifically, subjective auditor judgment was required to evaluate the assumptions used in the Company’s determination of the estimated fair values of these assets, which included comparable land sales and the estimated replacement cost of building and improvements.

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The following are the primary procedures we performed to address this critical audit matter. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s estimated fair value of certain acquired tangible assets by independently developing ranges of comparable land sales and estimated replacement costs of building and improvements and comparing those ranges to the amounts determined by management.

/s/ KPMG LLP

We have served as the Company’s auditor since 2014.

Denver, Colorado
March 20, 2023

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ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

CONSOLIDATED BALANCE SHEETS

	As of
	December 31,		December 31,
(in thousands, except per share data)	2022		2021
ASSETS
Net investment in real estate properties	$	6,733,878	$	4,820,892
Investment in unconsolidated joint venture partnership(s)		19,668		101,769
Cash and cash equivalents		79,524		216,848
Restricted cash		499		887
Investment in available-for-sale debt securities, at fair value		60,033		—
Derivative instruments		99,333		5,817
DST Program Loans		152,402		68,772
Other assets		78,138		34,124
Total assets	$	7,223,475	$	5,249,109
LIABILITIES AND EQUITY
Liabilities
Accounts payable and accrued liabilities	$	125,930	$	42,211
Debt, net		2,827,613		2,245,673
Intangible lease liabilities, net		97,399		76,432
Financing obligations, net		1,262,666		483,964
Distribution fees payable to affiliates		92,145		85,419
Other liabilities		194,822		116,064
Total liabilities		4,600,575		3,049,763
Commitments and contingencies (Note 15)
Redeemable noncontrolling interests		69,553		15,687
Equity
Stockholders’ equity:
Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding		—		—
Class T common stock, $0.01 par value per share - 1,200,000 shares authorized, 227,265 and 206,129 shares issued and outstanding, respectively		2,272		2,061
Class D common stock, $0.01 par value per share - 75,000 shares authorized, 20,577 and 13,649 shares issued and outstanding, respectively		206		136
Class I common stock, $0.01 par value per share - 225,000 shares authorized, 66,702 and 37,391 shares issued and outstanding, respectively		667		374
Additional paid-in capital		3,219,132		2,475,715
Accumulated deficit and distributions		(739,497)		(297,570)
Accumulated other comprehensive income		70,255		2,631
Total stockholders’ equity		2,553,035		2,183,347
Noncontrolling interests		312		312
Total equity		2,553,347		2,183,659
Total liabilities and equity	$	7,223,475	$	5,249,109

See accompanying Notes to Consolidated Financial Statements.

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ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Revenues:
Rental revenues	$	391,605	$	177,069	$	79,396
Debt-related income		420		—		—
Total revenues		392,025		177,069		79,396
Operating expenses:
Rental expenses		94,276		42,719		19,550
Real estate-related depreciation and amortization		265,970		112,201		46,483
General and administrative expenses		13,265		8,886		6,973
Advisory fees		67,561		28,558		9,653
Performance participation allocation		140,505		81,185		9,640
Acquisition costs and reimbursements		5,322		3,735		3,166
Total operating expenses		586,899		277,284		95,465
Other (income) expenses:
Equity in loss (income) from unconsolidated joint venture partnership(s)		97		(54,296)		1,790
Interest expense		150,824		30,463		13,012
(Gain) loss on derivative instruments		(28,628)		177		—
Other income and expenses		(4,252)		(732)		(696)
Total other (income) expenses		118,041		(24,388)		14,106
Net loss		(312,915)		(75,827)		(30,175)
Net loss attributable to redeemable noncontrolling interests		4,874		498		83
Net income attributable to noncontrolling interests		(38)		(20)		(5)
Net loss attributable to common stockholders	$	(308,079)	$	(75,349)	$	(30,097)
Weighted-average shares outstanding—basic		295,683		201,169		113,145
Weighted-average shares outstanding—diluted		300,216		202,480		113,506
Net loss per common share—basic and diluted	$	(1.04)	$	(0.37)	$	(0.27)

See accompanying Notes to Consolidated Financial Statements.

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ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Net loss	$	(312,915)	$	(75,827)	$	(30,175)
Change from cash flow hedging activities		68,341		12,462		(11,999)
Change from activities related to available-for-sale securities		326		—		—
Comprehensive loss	$	(244,248)	$	(63,365)	$	(42,174)
Comprehensive loss attributable to redeemable noncontrolling interests		3,831		417		142
Comprehensive loss attributable to common stockholders	$	(240,417)	$	(62,948)	$	(42,032)

See accompanying Notes to Consolidated Financial Statements.

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ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF EQUITY

	Stockholders’ Equity
								Accumulated
						Accumulated		Other
	Common Stock			Additional		Deficit		Comprehensive		Noncontrolling
(in thousands)	Shares	Amount		Paid-In Capital		and Distributions		Income (Loss)		Interests		Total Equity
Balance as of December 31, 2019	49,275	$	492	$	451,526	$	(47,730)	$	2,190	$	1	$	406,479
Net (loss) income (excludes $83 attributable to redeemable noncontrolling interests)	—		—		—		(30,097)		—		5		(30,092)
Change from cash flow hedging activities (excludes $59 attributable to redeemable noncontrolling interests)	—		—		—		—		(11,940)		—		(11,940)
Issuance of common stock	92,689		928		967,663		—		—		—		968,591
Share-based compensation	—		—		1,544		—		—		—		1,544
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—		—		(46,594)		—		—		—		(46,594)
Trailing distribution fees	—		—		(39,127)		10,634		—		—		(28,493)
Redemptions of common stock	(493)		(5)		(4,862)		—		—		—		(4,867)
Preferred interest in Subsidiary REITs	—		—		—		—		—		125		125
Distributions to stockholders (excludes $197 attributable to redeemable noncontrolling interests)	—		—		—		(61,582)		—		(5)		(61,587)
Redemption value allocation adjustment to redeemable noncontrolling interests	—		—		(351)		—		—		—		(351)
Balance as of December 31, 2020	141,471	$	1,415	$	1,329,799	$	(128,775)	$	(9,750)	$	126	$	1,192,815
Net (loss) income (excludes $498 attributable to redeemable noncontrolling interests)	—		—		—		(75,349)		—		20		(75,329)
Change from cash flow hedging activities (excludes $81 attributable to redeemable noncontrolling interests)	—		—		—		—		12,381		—		12,381
Issuance of common stock	118,048		1,180		1,251,931		—		—		—		1,253,111
Share-based compensation	—		—		1,618		—		—		—		1,618
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—		—		(22,537)		—		—		—		(22,537)
Trailing distribution fees	—		—		(56,480)		16,022		—		—		(40,458)
Redemptions of common stock	(2,350)		(24)		(25,085)		—		—		—		(25,109)
Preferred interest in Subsidiary REITs	—		—		—		—		—		186		186
Distributions to stockholders (excludes $715 attributable to redeemable noncontrolling interests)	—		—		—		(109,468)		—		(20)		(109,488)
Redemption value allocation adjustment to redeemable noncontrolling interests	—		—		(3,531)		—		—		—		(3,531)
Balance as of December 31, 2021	257,169	$	2,571	$	2,475,715	$	(297,570)	$	2,631	$	312	$	2,183,659
Net (loss) income (excludes $4,874 attributable to redeemable noncontrolling interests)	—		—		—		(308,079)		—		38		(308,041)
Change from cash flow hedging activities and available-for-sale securities (excludes $1,043 attributable to redeemable noncontrolling interests)	—		—		—		—		67,624		—		67,624
Issuance of common stock	71,518		715		1,036,312		—		—		—		1,037,027
Share-based compensation, net of cancellations	(34)		—		1,676		—		—		—		1,676
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—		—		(27,447)		—		—		—		(27,447)
Trailing distribution fees	—		—		(33,901)		27,175		—		—		(6,726)
Redemptions of common stock	(14,109)		(141)		(213,303)		—		—		—		(213,444)
Distributions to stockholders (excludes $2,493 attributable to redeemable noncontrolling interests)	—		—		—		(161,023)		—		(38)		(161,061)
Redemption value allocation adjustment to redeemable noncontrolling interests	—		—		(19,920)		—		—		—		(19,920)
Balance as of December 31, 2022	314,544	$	3,145	$	3,219,132	$	(739,497)	$	70,255	$	312	$	2,553,347

See accompanying Notes to Consolidated Financial Statements.

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ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Operating activities:
Net loss	$	(312,915)	$	(75,827)	$	(30,175)
Adjustments to reconcile net loss to net cash provided by operating activities:
Real estate-related depreciation and amortization		265,970		112,201		46,483
Amortization of deferred financing costs		7,863		2,354		1,221
Financing obligation liability appreciation		26,568		—		—
Equity in loss (income) from unconsolidated joint venture partnership(s)		97		(54,296)		1,790
(Gain) loss on changes in fair value of interest rate caps		(25,175)		177		—
Performance participation allocation		140,505		81,185		9,640
Straight-line rent and amortization of above- and below-market leases		(34,448)		(14,719)		(7,744)
Other		2,205		1,408		1,332
Changes in operating assets and liabilities
Tenant receivables and other assets		1,298		(6,633)		(140)
Accounts payable and accrued liabilities		27,018		10,579		1,177
Due from / to affiliates, net		2,587		6,157		(8,008)
Net cash provided by operating activities		101,573		62,586		15,576
Investing activities:
Real estate acquisitions		(1,549,477)		(2,621,687)		(473,610)
Incremental investment to acquire joint venture partnership portfolio		(259,526)		(584,809)		—
Capital expenditures		(199,238)		(30,408)		(8,930)
Investment in unconsolidated joint venture partnership(s)		(9,022)		(7,505)		(325,890)
Distributions from joint venture partnership		—		5,200		—
Purchases of available-for-sale debt securities		(59,650)		—		—
Other		129		—		—
Net cash used in investing activities		(2,076,784)		(3,239,209)		(808,430)
Financing activities:
Proceeds from mortgage note		367,830		1,078,390		118,500
Net (repayments of) proceeds from line of credit		90,000		—		(107,000)
Proceeds from term loan		135,000		600,000		107,500
Debt issuance costs paid		(18,000)		(13,776)		(1,050)
Interest rate cap premium		(2,963)		(200)		—
Proceeds from issuance of common stock, net		937,777		1,185,844		900,810
Proceeds from financing obligations, net		672,045		415,192		—
Offering costs paid in connection with issuance of common stock and private placements		(5,464)		(26,205)		(10,333)
Distributions paid to common stockholders, redeemable noncontrolling interest holders and preferred shareholders		(57,872)		(37,312)		(19,084)
Distribution fees paid to affiliates		(26,495)		(15,365)		(9,901)
Redemptions of common stock		(213,444)		(25,109)		(4,867)
Redemptions of redeemable noncontrolling interests		(40,915)		—		—
Net cash provided by financing activities		1,837,499		3,161,459		974,575
Net (decrease) increase in cash, cash equivalents and restricted cash		(137,712)		(15,164)		181,721
Cash, cash equivalents and restricted cash, at beginning of period		217,735		232,899		51,178
Cash, cash equivalents and restricted cash, at end of period	$	80,023	$	217,735	$	232,899

See accompanying Notes to Consolidated Financial Statements.

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ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Ares Industrial Real Estate Income Trust Inc. is a Maryland corporation formed on August 12, 2014. Unless the context otherwise requires, the “Company”, “we”, “our”, “us” and “AIREIT” refers to Ares Industrial Real Estate Income Trust Inc. and our consolidated subsidiaries, which includes AIREIT Operating Partnership LP (the “Operating Partnership”). We are externally managed by our advisor. On July 1, 2021, Ares Management Corporation (“Ares”) closed on the acquisition of the U.S. real estate investment advisory and distribution business of Black Creek Group, including our former advisor, BCI IV Advisors LLC (the “Former Advisor”). As a result of this transaction, Ares Commercial Real Estate Management LLC became our new advisor (the “New Advisor”). Ares did not acquire our former sponsor, BCI IV Advisors Group LLC (the “Former Sponsor”), and we now consider the Ares real estate group (“AREG”) to be our Sponsor. See “Note 11” for additional information regarding this transaction. References to the “Advisor” throughout this report mean BCI IV Advisors LLC for periods prior to July 1, 2021 and Ares Commercial Real Estate Management LLC for periods thereafter. References to the “Sponsor” throughout this report mean BCI IV Advisors Group LLC for periods prior to July 1, 2021 and Ares real estate group for periods thereafter.

AIREIT was formed to make equity and debt investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers throughout the U.S. Creditworthiness does not necessarily mean investment grade and the majority of our customers do not have a public credit rating. Although we intend to focus investment activities primarily on distribution warehouses and other industrial properties, its charter and bylaws do not preclude it from investing in other types of commercial property, real estate debt, or real estate-related equity securities. As of December 31, 2022, we owned and managed a real estate portfolio that included 243 industrial buildings. AIREIT operates as one reportable segment comprised of industrial real estate.

We currently operate and have been elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2017, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of its properties and securities through the Operating Partnership, of which we are the sole general partner and a limited partner.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, higher interest rates and challenges in the supply chain, coupled with the war in Ukraine and the ongoing effects of the novel coronavirus pandemic, have the potential to negatively impact us. These current macroeconomic conditions may continue or aggravate and could cause the United States to experience an economic slowdown or recession. We anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States. In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP.

Basis of Consolidation

The consolidated financial statements include the accounts of AIREIT, the Operating Partnership, and its wholly-owned subsidiaries, as well as amounts related to noncontrolling interests and redeemable noncontrolling interests. See “Noncontrolling Interests” and “Redeemable Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests and redeemable noncontrolling interests. All material intercompany accounts and transactions have been eliminated.

We consolidate all entities in which we have a controlling financial interest through majority ownership or voting rights and variable interest entities for which we are the primary beneficiary. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity

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(“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when we control the entity through a majority voting interest or other means. When the requirements for consolidation are not met and we have significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Equity method investments are initially recorded at cost and subsequently adjusted for our pro-rata share of net income, contributions and distributions.

The Operating Partnership meets the criteria of a VIE as the Operating Partnership’s limited partners do not have the right to remove the general partner and do not have substantive participating rights in the operations of the Operating Partnership. Pursuant to the agreement of limited partnership of the Operating Partnership (the “Partnership Agreement”), we are the primary beneficiary of the Operating Partnership as we have the obligation to absorb losses and receive benefits, and the power to control substantially all of the activities which most significantly impact the economic performance of the Operating Partnership. As such, the Operating Partnership continues to be consolidated within our consolidated financial statements.

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary.

Investment in Real Estate Properties

We first determine whether an acquisition constitutes a business or asset acquisition. Upon determination of an asset acquisition, the purchase price of a property is allocated to land, building and improvements, and intangible lease assets and liabilities. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below-market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below-market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.”

If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. No debt was assumed in connection with our 2022 or 2021 acquisitions. Transaction costs associated with the acquisition of a property are capitalized as incurred in an asset acquisition and are allocated to land, building, and intangible lease assets on a relative fair value basis. Properties that are probable to be sold are to be designated as “held for sale” on the balance sheets when certain criteria are met.

The results of operations for acquired properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. We expense any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date.

Land, building, building improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of our real estate assets are capitalized as incurred. These costs include capitalized interest and development fees. Other than the transaction costs associated with the acquisition of a property described above, we do not capitalize any

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other costs, such as taxes, salaries or other general and administrative expenses. See “Capitalized Interest” below for additional detail. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.

Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table:

Land	Not depreciated
Building and improvements	5 to 40 years
Tenant improvements	Lesser of useful life or lease term
Lease commissions	Over lease term
Intangible lease assets	Over lease term
Above-market lease assets	Over lease term
Below-market lease liabilities	Over lease term, including below-market fixed-rate renewal options

Certain of our investments in real estate are subject to ground leases, for which a lease liability and corresponding right of use asset are recognized. We calculate the amount of the lease liability and right of use asset by taking the present value of the remaining lease payments and adjusting the right of use asset for any existing straight-line ground rent liability and acquired ground lease intangibles. An estimated incremental borrowing rate of a loan with a similar term as the ground lease is used as the discount rate. The lease liability is included as a component of other liabilities, and the related right of use asset is recorded as a component of net investments in real estate properties on our consolidated balance sheets. The amortization of the below-market ground lease is recorded as an adjustment to real estate-related depreciation and amortization on our consolidated statements of operations.

Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and we will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value.

Investment in Unconsolidated Joint Venture Partnerships

We analyze our investment in an unconsolidated joint venture under GAAP to determine if the joint venture is a VIE and whether the requisite substantial participating rights described in the GAAP are held by the partners not affiliated with us. If the joint venture is not a VIE and the partners not affiliated with us hold substantial participating rights, we account for our investment in the joint venture under the equity method. Under the equity method, the investment is initially recorded at cost (including direct acquisition costs) and subsequently adjusted to reflect our proportionate share of equity in the joint venture’s net (income) loss, distributions received, contributions made and certain other adjustments made, as appropriate, which is included in investment in unconsolidated joint venture partnerships on our consolidated balance sheets. The proportionate share of ongoing income or loss of the unconsolidated joint venture partnerships is recognized in equity in (income) loss of unconsolidated joint venture partnerships on the consolidated statements of operations. The outside basis portion of our unconsolidated joint venture partnerships is amortized over the anticipated useful lives of the joint ventures’ tangible and intangible assets acquired and liabilities assumed.

When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss is other than temporary. If we conclude it is other than temporary, an impairment charge is recognized to reflect the equity investment at fair value. No impairment losses were recorded related to our investment in unconsolidated joint venture partnerships for the year ended December 31, 2022. See “Note 4” for additional information regarding our investment in unconsolidated joint venture partnerships.

We may earn performance-based incentive fees based on a joint venture’s cumulative returns over a certain time period. The returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents and interest rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact its performance-based incentive fee period over period, recognition of the performance-based incentive fee income is limited to amounts for which it is probable that a significant income reversal will not occur. See “Note 4” for additional information on the BTC II Partnership incentive fee distribution.

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Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk.

Derivative Instruments

Our derivative instruments are used to manage exposure to variability in expected future interest payments and are recorded at fair value. The accounting for changes in fair value of derivative instruments depends on whether it has been designated and qualifies as a hedge and, if so, the type of hedge. As of December 31, 2022, our interest rate swap derivative instruments are designated as cash flow hedges. The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets and is subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transaction affects earnings, which is when the interest expense is recognized on the related debt.

As of December 31, 2022, our interest rate cap derivative instruments are not designated as hedges. For derivatives that are not designated and do not qualify as hedges, we present changes in the fair value as a component of gain (loss) on derivative instruments on the consolidated statements of income. We do not use derivative instruments for trading or speculative purposes.

Available-for-Sale Debt Securities

We acquire debt securities that are collateralized by mortgages on commercial real estate properties primarily for cash management and investment purposes. On the acquisition date, we designate investments in commercial real estate debt securities as available-for-sale. Investments in debt securities that are classified as available-for-sale are carried at fair value. These assets are valued on a recurring basis and any unrealized holding gains and losses other than those associated with a credit loss are recorded each period in other comprehensive income.

As applicable, available-for-sale debt securities that are in an unrealized loss position are evaluated quarterly on an individual security basis to determine whether a credit loss exists. In the assessment we consider the extent of the difference between fair value and amortized cost, changes in credit rating, and any other adverse factors directly impacting the security. If we determine a credit loss exists, the extent of the credit loss is recognized in the consolidated statements of operations and any additional loss not attributable to credit loss is recognized in other comprehensive income. There was no credit loss recognized during the year ended December 31, 2022, and we did not have any available-for-sale debt securities during the years ended December 31, 2021 and 2020.

Available-for-sale debt securities will be on non-accrual status at the earlier of (i) principal or interest payments becoming 90 days past due or (ii) when management’s determination that there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is reversed against interest income in the period the debt security is placed on non-accrual status. Interest payments received on non-accrual securities may be recognized as income or applied to principal depending upon management’s judgment regarding collectability of the debt security based on the facts and circumstances regarding the payment received. Non-accrual debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current.

As of December 31, 2022, we had five debt security investments designated as available-for-sale debt securities. The following table summarizes our investments in available-for-sale debt securities as of December, 31, 2022:

($ in thousands)	Face Amount		Amortized Cost		Unamortized Discount		Unrealized Gain, Net		Fair Value
Available-for-sale debt securities	$	62,420	$	59,708	$	2,712	$	326	$	60,033

Deferred Financing Costs

Deferred financing costs include: (i) debt issuance costs incurred to obtain long-term financing and cash flow hedges; and (ii) financing costs associated with financing obligations. These costs are amortized to interest expense over the expected terms of the related credit facilities. Unamortized deferred financing costs are written off if debt is retired before its expected maturity date.

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Accumulated amortization of debt issuance costs was approximately $11.9 million and $5.3 million as of December 31, 2022 and 2021, respectively. Our interest expense for the years ended December 31, 2022, 2021 and 2020 included $7.1 million, $2.4 million and $1.2 million, respectively, of amortization of debt issuance costs.

Accumulated amortization of financing costs associated with financing obligations was approximately $0.8 million as of December 31, 2022. Our interest expense for the year ended December 31, 2022 included $0.8 million of amortization of financing costs associated with financing obligations. As of December 31, 2021, we had no accumulated amortization of financing costs associated with financing obligations and no amortization expense was incurred for the years ended December 31, 2021 and 2020.

Capitalized Interest

We capitalize interest as a cost of development on value-add buildings. Capitalization of interest for a particular asset begins when activities necessary to get the asset ready for its intended use are in progress and when interest costs have been incurred. Capitalization of interest ceases when the project is substantially complete and ready for occupancy. For the years ended December 31, 2022, 2021 and 2020, approximately $7.3 million, $1.2 million and $0.6 million of interest was capitalized, respectively.

Distribution Fees

Distribution fees are paid monthly. Distribution fees are accrued upon the issuance of Class T shares and Class D shares in the primary portion of our public offerings. We accrue for: (i) the monthly amount payable as of the balance sheet date, and (ii) the estimated amount of distribution fees to be paid in future periods based on the Class T shares and Class D shares outstanding as of the balance sheet date. The accrued distribution fees are reflected in additional paid-in capital in stockholders’ equity. See “Note 11” for additional information regarding when distribution fees become payable.

Noncontrolling Interests

Due to our control of the Operating Partnership through our sole general partner interest and our limited partner interest, we consolidate the Operating Partnership. The limited partner interests not owned by us are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity. As the limited partner interests do not participate in the profits and losses of the Operating Partnership, there is no net income or loss attributable to this portion of noncontrolling interests on the consolidated statement of operations.

Noncontrolling interests also represent the portion of equity in an acquired subsidiary real estate investment trust (“Subsidiary REIT”), that we do not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheet as noncontrolling interests within permanent equity. See “Note 11” for additional information regarding the Subsidiary REIT.

Reclassifications

Certain items in our consolidated balance sheets, statements of operations, cash flows and certain tables in our footnotes for the years ended December 31, 2021 and 2020 have been reclassified to conform to the 2022 presentation.

Redeemable Noncontrolling Interests

The Operating Partnership issued units in the Operating Partnership (“OP Units”) to the Advisor and Former Sponsor as payment for the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the terms of the Amended and Restated Advisory Agreement (2022), effective as of May 1, 2022 (the “Advisory Agreement”), by and among us, the Operating Partnership and the Advisor. The Former Sponsor held, either directly or indirectly, OP Units, and subsequent to the Transaction (as defined in “Note 11”), the Former Sponsor transferred these OP Units to its members or their affiliates. We have classified these OP Units as redeemable noncontrolling interests in mezzanine equity on the consolidated balance sheets due to the fact that, as defined in the Partnership Agreement, the limited partners who hold these OP Units generally have the ability to request transfer or redeem their OP Units at any time irrespective of the period that they have held such OP Units, and the Operating Partnership is required to satisfy such redemption for cash unless such cash redemption would be prohibited by applicable law or the Partnership Agreement, in which case such OP Units will be redeemed for shares of our common stock of the class corresponding to the class of such OP Units. The redeemable noncontrolling interests are recorded at the greater of the carrying amount, adjusted for the share of the allocation of income or loss and

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dividends, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period. See “Note 9” for additional information regarding redeemable noncontrolling interests.

Revenue Recognition

When a lease is entered into, we first determine if the collectability from the tenant is probable. If the collectability is not probable we recognize revenue when the payment has been received. If the collectability is determined to be probable we record rental revenue on a straight-line basis over the full lease term. Certain properties have leases that offer the tenant a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, we record receivables from tenants for rent that we expect to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. Management analyzes accounts receivable by considering customer creditworthiness, current economic trends, customers’ businesses, and customers’ ability to make payments on time and in full when evaluating the adequacy of the allowance for doubtful accounts receivable. We evaluate collectability from our tenants on an ongoing basis. If the assessment of collectability changes during the lease term, any difference between the revenue that would have been recognized under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenues. When we acquire a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. As of December 31, 2022, we have a $0.5 million allowance for doubtful accounts. These amounts are included in our other assets on the consolidated balance sheets. As of December 31, 2021, we had no allowance for doubtful accounts.

In connection with property acquisitions, we may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods.

We expense any unamortized intangible lease asset or record an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date.

Upon disposition of a real estate asset, we will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses.

Debt-related income is accrued based on the outstanding principal amount and the contractual terms of each debt security. For available-for-sale debt securities, premiums or discounts are amortized or accreted into interest income as a yield adjustment using the effective interest method.

Organization and Offering Expenses

Organization costs are expensed as incurred and offering expenses associated with our public offerings are recorded as a reduction of gross offering proceeds in additional paid-in capital. See “Note 11” for additional information regarding organization and offering expenses.

Income Taxes

As a REIT, we generally are not subject to federal income taxes on net income we distribute to stockholders. We intend to make timely distributions sufficient to satisfy the annual distribution requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate tax rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and federal income and excise taxes on our undistributed income.

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Net Income (Loss) Per Share

Basic net income (loss) per common share is determined by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share includes the effects of potentially issuable common stock, but only if dilutive, including the presumed exchange of OP Units. See “Note 12” for additional information regarding net income (loss) per share.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. We believe it mitigates this risk by investing our cash with high-credit quality financial institutions. As our revenues predominantly consist of rental payments, we are dependent on our customers for our source of revenues. Concentration of credit risk arises when its source of revenue is highly concentrated from certain of its customers. As of December 31, 2022, no customers represented more than 10.0% of total annualized base rent of its properties.

Fair Value Measurements

Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement.

The fair value hierarchy is as follows:

Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including:

● Quoted prices for similar assets/liabilities in active markets;

● Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time);

● Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and

● Inputs that are derived principally from or corroborated by other observable market data.

Level 3—Unobservable inputs that cannot be corroborated by observable market data.

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3. INVESTMENTS IN REAL ESTATE PROPERTIES

As of December 31, 2022 and 2021, our consolidated investments in real estate properties consisted of 243 and 193 industrial buildings, respectively. Additionally, investment in real estate properties includes nine buildings under construction, two buildings in the pre-construction phase as of December 31, 2022 and one building in the pre-construction phase as of December 31, 2021.

	As of December 31,
(in thousands)	2022		2021
Land	$	1,284,003	$	918,000
Building and improvements (1)		5,139,402		3,719,548
Intangible lease assets		479,532		342,538
Construction in progress		285,214		27,075
Investment in real estate properties		7,188,151		5,007,161
Less accumulated depreciation and amortization		(454,273)		(186,269)
Net investment in real estate properties	$	6,733,878	$	4,820,892

(1) Includes site improvements. Depreciable site improvement amounts as of December 31, 2021 been reclassified from land to building and improvements to conform to 2022 presentation. This reclassification had no impact on depreciation amounts.

Acquisitions

During the years ended December 31, 2022 and 2021, we acquired 100% of the following properties, which were determined to be asset acquisitions:

		Number of	Total Purchase
($ in thousands)	Acquisition Date	Buildings	Price (1)
Build-to-Core Logistics Portfolio II (2)(3)	2/15/2022	9	$	359,202
Northlake Logistics Crossing	2/17/2022	—		21,569
Tampa Commerce Center	4/1/2022 & 5/25/2022	—		6,270
Medley 104 Industrial Center	4/18/2022	1		53,670
IDI U.S. Logistics Portfolio	4/28/2022 & 7/6/2022	7		419,970
Chicago Growth Portfolio	5/9/2022	14		182,135
4 Studebaker	5/12/2022	1		33,188
Southeast Orlando Portfolio	5/19/2022	5		138,540
I-465 East Logistics Center	5/26/2022	1		18,923
Industry Corporate Center	6/2/2022	1		52,086
County Line Corporate Park	6/8/2022	—		62,080
Robbinsville Distribution Center	6/10/2022	—		364
Innovation I & II Corporate Center	6/17/2022	2		63,939
IDI 2022 National Portfolio	6/22/2022	6		246,773
I-80 Logistics Park I-II	6/29/2022	1		138,530
Commonwealth Logistics Center	6/30/2022	—		8,927
County Line Corporate Park II (4)	12/28/2022	1		82,478
Total Acquisitions		49	$	1,888,644

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		Number of	Total Purchase
($ in thousands)	Acquisition Date	Buildings	Price (1)
2021 Acquisitions:
Gerwig Distribution Center	1/8/2021	1	$	19,274
Harvill Business Center	3/10/2021	1		60,588
Princess Logistics Center	4/12/2021	1		74,075
Rancho Cucamonga Business Center	5/28/2021	1		24,624
Norton Distribution Center	6/1/2021	1		32,413
Build-To-Core Logistics Portfolio (3)	6/15/2021	22		876,731
Benchmark Distribution Center	6/18/2021	1		19,651
Key Logistics Portfolio	7/14/2021	48		916,766
Stonewood Logistics Center	7/16/2021	1		19,343
Heron Industrial Center	7/21/2021	1		25,999
Colony Crossing Logistics Portfolio	8/17/2021	2		21,569
Harvill Industrial Center Land	8/23/2021	—		7,532
Commerce Farms Logistics Center	8/25/2021	1		63,821
North County Commerce Center	8/30/2021	5		147,132
Performance Distribution Center	9/7/2021	1		29,532
Madison Distribution Center	9/17/2021	1		13,002
355 Logistics Center	10/1/2021	2		65,422
1 Stanley Drive	10/6/2021	1		22,239
Gilbert Gateway Commerce Park	10/6/2021	3		88,155
California Business Center	10/21/2021	2		31,070
Molto Portfolio	11/17/2021	6		204,964
Walker Mill Industrial Center	11/18/2021	1		17,205
Greater Boston Portfolio	11/22/2021	2		37,358
McDonald Portfolio	12/16/2021	14		395,754
Valwood Industrial Center	12/17/2021	4		43,132
Riggs Hill Industrial Center	12/17/2021	1		5,659
Port Crossing Logistics Center	12/21/2021	1		31,994
Hainesport Commerce Center	12/21/2021	1		132,810
Beltway Logistics Center	12/22/2021	1		28,053
Clackamas Industrial Center	12/23/2021	1		51,174
Total Acquisitions		128	$	3,507,041

(1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2022 and 2021 acquisitions.

(2) Two land parcels included in the acquisition of the Build-to-Core Logistics Portfolio II.

(3) Refer to “Note 4” for further detail regarding the acquisitions of the Build-To-Core Logistics Portfolio and the Build-To-Core Logistics Portfolio II as a result of the BTC I Partnership Transaction and the BTC II Partnership Transaction (as defined in “Note 4”).

(4) Two properties under construction included in the acquisition of County Line Corporate Park II.

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During the years ended December 31, 2022 and 2021, we allocated the purchase price of our acquisitions to land, building and improvements, construction in progress, and intangible lease assets and liabilities as follows:

	For the Year Ended December 31,
(in thousands)	2022			2021
Land	$	366,128	$	577,291
Building and improvements (1)		1,376,360		2,776,519
Intangible lease assets		122,357		210,332
Above-market lease assets		2,507		6,417
Construction in progress		62,059		8,067
Below-market lease liabilities		(40,767)		(71,585)
Total purchase price (2)	$	1,888,644	$	3,507,041

(1) Includes site improvements. Depreciable site improvement amounts as of December 31, 2021 been reclassified from land to building and improvements to conform to 2022 presentation. This reclassification had no impact on depreciation amounts.

(2) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2022 and 2021 acquisitions.

Intangible and above-market lease assets are amortized over the remaining lease term. Below-market lease liabilities are amortized over the remaining lease term, plus any below-market, fixed-rate renewal option periods. The weighted-average amortization periods for the intangible lease assets and liabilities acquired in connection with our acquisitions during the years ended December 31, 2022 and 2021, as of the respective date of each acquisition, were both 4.9 years.

Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities as of December 31, 2022 and 2021 included the following:

	As of December 31, 2022						As of December 31, 2021
			Accumulated						Accumulated
(in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Intangible lease assets (1)	$	466,663	$	(158,757)	$	307,906	$	332,176	$	(74,001)	$	258,175
Above-market lease assets (1)		12,869		(3,872)		8,997		10,362		(1,838)		8,524
Below-market lease liabilities		(129,823)		32,424		(97,399)		(89,056)		12,624		(76,432)

(1) Included in net investment in real estate properties on the consolidated balance sheets.

The following table details the estimated net amortization of such intangible lease assets and liabilities, as of December 31, 2022, for the next five years and thereafter:

	Estimated Net Amortization
	Intangible		Above-Market		Below-Market
(in thousands)	Lease Assets		Lease Assets		Lease Liabilities
Year 1	$	85,449	$	2,066	$	23,541
Year 2		65,473		1,741		19,159
Year 3		49,214		1,551		16,165
Year 4		34,399		1,269		11,902
Year 5		20,532		813		6,418
Thereafter		52,839		1,557		20,214
Total	$	307,906	$	8,997	$	97,399

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Future Minimum Rent

Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to us from our customers under the terms of non-cancelable operating leases in effect as of December 31, 2022, excluding rental revenues from the potential renewal or replacement of existing leases, were as follows for the next five years and thereafter:

	As of
(in thousands)	December 31, 2022
Year 1	$	302,379
Year 2		277,661
Year 3		236,649
Year 4		188,981
Year 5		138,921
Thereafter		331,273
Total	$	1,475,864

Rental Revenue Adjustments and Depreciation and Amortization Expense

The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above-and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Increase (Decrease) to Rental Revenue:
Straight-line rent adjustments	$	16,682	$	9,101	$	4,859
Above-market lease amortization		(2,034)		(1,144)		(483)
Below-market lease amortization		19,800		6,762		3,368
Real Estate-Related Depreciation and Amortization:
Depreciation expense	$	181,214	$	70,898	$	25,489
Intangible lease asset amortization		84,756		41,303		20,994

4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS

On July 15, 2020, we acquired, from a subsidiary of Industrial Property Trust (“IPT”), interests in two joint venture partnerships, the Build-To-Core Industrial Partnership I LP (the “BTC I Partnership”) and the Build-To-Core Industrial Partnership II LP (the “BTC II Partnership” and, together with the BTC I Partnership, the “BTC Partnerships”). The BTC Partnerships were formed with third party investors for purposes of investing in industrial properties located in certain major U.S. distribution markets.

On June 15, 2021, we entered into a transaction with our joint venture partners in the BTC I Partnership, pursuant to which we agreed to split the real property portfolio of the BTC I Partnership in an equitable manner, such that following the split, we and QR Master Holdings USA II LP, each owned a 100% interest in approximately half of the portfolio of the BTC I Partnership (the “BTC I Partnership Transaction”). We have no further interest in the BTC I Partnership as a result of the BTC I Partnership Transaction.

On February 15, 2022, we, along with our joint venture partners in the BTC II Partnership, entered into a transaction to split the majority of the properties in the BTC II Partnership’s portfolio amongst three of the four joint venture partners, with the fourth joint venture partner’s respective interest in such properties having been redeemed for $24.9 million (the “BTC II Partnership Transaction”). We have no further interest in the BTC II Partnership as a result of the BTC II Partnership Transaction.

Concurrently with the BTC II Partnership Transaction, we and our joint venture partners formed a new joint venture partnership (the “BTC II B Partnership”), through which we co-own five properties that were part of the original BTC II Partnership’s portfolio and were not part of the BTC II Partnership Transaction. We own an 8.0% interest in the BTC II B Partnership as general partner and as a limited partner.

We have elected the cost accumulation and allocation model to account for the BTC I Partnership Transaction and the BTC II Partnership Transaction, which allocates the cost of the acquisition at the carrying amount of the previously held interests, along with the incremental consideration paid and transaction costs incurred based on relative fair values.

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We have reported our investments in the BTC Partnerships and the BTC II B Partnership under the equity method on our consolidated balance sheets, because with respect to the BTC Partnerships, for the periods prior to the BTC I Partnership Transaction and the BTC II Partnership Transaction, we had the ability to exercise significant influence but did not have control over the partnerships. Similarly, with respect to the BTC II B Partnership, we have the ability to exercise significant influence but do not have control of the partnership.

As of December 31, 2022, we had an 8.0% interest in the BTC II B Partnership, which includes five properties that were either under construction or in the pre-construction phase, with a book value of our investment in the BTC II B Partnership of $19.7 million, which includes $5.3 million of outside basis difference. The outside basis difference originated from the difference between the contributions we made for the minority ownership interest in the joint venture partnership, which was based on fair value, and the book value of our share of the underlying net assets and liabilities of the BTC II B Partnership.

5. DEBT

Our consolidated indebtedness is currently comprised of borrowings under our line of credit, term loans and mortgage notes. Borrowings under the non-recourse mortgage notes are secured by mortgages or deeds of trust and related assignments and security interests in collateralized and certain cross-collateralized properties, which are generally owned by single purpose entities. A summary of our debt is as follows:

	Weighted-Average Effective
	Interest Rate as of					Balance as of
	December 31,		December 31,			December 31,		December 31,
($ in thousands)	2022		2021		Maturity Date	2022		2021
Line of credit (1)	5.71	%	1.40	%	March 2025	$	90,000	$	—
Term loan (2)	2.87		2.23		March 2027		550,000		415,000
Term loan (3)	3.65		1.66		May 2026		600,000		600,000
Fixed-rate mortgage notes (4)	3.58		2.93		August 2024 - January 2029		996,720		628,890
Floating-rate mortgage notes (5)	3.68		1.74		January 2025 - July 2025		617,250		617,250
Total principal amount / weighted-average (6)	3.55	%	2.14	%		$	2,853,970	$	2,261,140
Less unamortized debt issuance costs							(26,784)		(16,106)
Add unamortized mark-to-market adjustment on assumed debt							427		639
Total debt, net						$	2,827,613	$	2,245,673
Gross book value of properties encumbered by debt						$	2,389,179	$	1,835,561

(1) The effective interest rate is calculated based on either: (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus a 10 basis point adjustment (“Adjusted Term SOFR”) plus a margin ranging from 1.25% to 2.00%; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.0%, each depending on our consolidated leverage ratio. Customary fall-back provisions apply if Term SOFR is unavailable. The line of credit is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments. As of December 31, 2022, total commitments for the line of credit were $1.0 billion, and the unused and available portions under the line of credit were both $910.0 million.

(2) The effective interest rate is calculated based on either (i) Adjusted Term SOFR plus a margin ranging from 1.20% to 1.90%; or (ii) an alternative base rate plus a margin ranging from 0.20% to 0.90%, depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for the term loan. As of December 31, 2022, total commitments for the term loan were $550.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments.

(3) The effective interest rate is calculated based on Term SOFR plus a 11.448 basis point adjustment plus a margin ranging from 1.35% to 2.20%; or (ii) an alternative base rate plus a margin ranging from 0.35% to 1.20%, depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for $525.0 million of borrowings. As of December 31, 2022, total commitments for the term loan were $600.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments.

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(4) Interest rates range from 2.85% to 4.71%. The assets and credit of each of our consolidated properties pledged as collateral for our mortgage notes are not available to satisfy our other debt and obligations, unless we first satisfy the mortgage notes payable on the respective underlying properties.

(5) The effective interest rate of the $209.3 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.50%, including the effects of an interest rate cap agreement on $170.0 million of borrowings. The effective interest rate of the $408.0 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.65%, including the effects of an interest rate cap agreements.

(6) The weighted-average remaining term of our consolidated debt was approximately 3.6 years as of December 31, 2022, excluding any extension options on the line of credit and the floating-rate mortgage notes.

For the years ended December 31, 2022, 2021 and 2020, the amount of interest incurred related to our consolidated indebtedness was $82.2 million, $23.5 million and $12.6 million, respectively. See “Note 6” for the amount of interest incurred related to the DST Program (as defined below).

As of December 31, 2022, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows:

(in thousands)	Line of Credit (1)		Term Loans		Mortgage Notes (2)		Total
2023	$	—	$	—	$	—	$	—
2024		—		—		38,000		38,000
2025		90,000		—		985,080		1,075,080
2026		—		600,000		—		600,000
2027		—		550,000		129,750		679,750
Thereafter		—		—		461,140		461,140
Total principal payments	$	90,000	$	1,150,000	$	1,613,970	$	2,853,970

(1) The line of credit matures in March 2025 and the term may be extended pursuant to two one-year extension options, subject to certain conditions.

(2) The $209.3 million mortgage note matures in July 2025 and the term may be extended pursuant to a one-year extension option, subject to certain conditions. The $408.0 million mortgage note matures in January 2025 and the $367.8 million mortgage note matures in July 2025 and the terms of both may be extended pursuant to two one-year extension options, subject to certain conditions.

As of December 31, 2022, we have no indebtedness with initial or extended maturity dates beyond 2023 that has exposure to LIBOR.

Debt Covenants

Our line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. We were in compliance with all covenants as of December 31, 2022.

Derivative Instruments

To manage interest rate risk for certain of our variable-rate debt, we use interest rate derivative instruments as part of our risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. Interest rate caps are not designated as hedges. Certain of our variable-rate borrowings are not hedged, and therefore, to an extent, we have on-going exposure to interest rate movements.

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For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. As of December 31, 2022, the interest rate cap derivative instruments are not designated as hedges and therefore, changes in fair value are recognized through income. As a result, in periods with high interest rate volatility, we may experience significant fluctuations in our net income (loss).

During the next 12 months, we estimate that approximately $39.0 million will be reclassified as a decrease to interest expense related to active effective hedges of existing floating-rate debt.

The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets as of December 31, 2022 and 2021:

	Number of	Notional		Balance Sheet	Fair
($ in thousands)	Contracts	Amount		Location	Value
As of December 31, 2022
Interest rate swaps	17	$	1,442,830	Derivative instruments	$	70,994
Interest rate caps	2		578,000	Derivative instruments		28,339
Total derivative instruments	19	$	2,020,830		$	99,333
As of December 31, 2021
Interest rate swaps	10	$	575,000	Derivative instruments	$	2,653
Interest rate caps	2		578,000	Derivative instruments		3,164
Total derivative instruments	12	$	1,153,000		$	5,817

The following table presents the effect of our derivative instruments on our consolidated financial statements:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Derivative Instruments Designated as Cash Flow Hedges
Gain (loss) recognized in AOCI	$	73,592	$	8,298	$	(14,140)
Amount reclassified from AOCI (out of) into interest expense		(5,251)		4,164		2,141
Total interest expense presented in the consolidated statements of operations in which the effects of the cash flow hedges are recorded		150,824		30,463		13,012
Derivative Instruments Not Designated as Cash Flow Hedges
Gain (loss) recognized in other (income) expenses	$	28,628	$	(177)	$	—

6. DST PROGRAM

We have a program to raise capital through private placement offerings by selling beneficial interests (the “DST Interests”) in specific Delaware statutory trusts holding real properties (the “DST Program”). Under the DST Program, each private placement offers interests in one or more real properties placed into one or more Delaware statutory trust(s) by the Operating Partnership or its affiliates (“DST Properties”). DST Properties may be sourced from properties currently indirectly owned by the Operating Partnership or newly acquired properties. The underlying interests of real properties sold to investors pursuant to such private placements are leased-back by an indirect wholly owned subsidiary of the Operating Partnership on a long-term basis. These master lease agreements are fully guaranteed by the Operating Partnership. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trusts from the investors at a later time in exchange for OP Units.

Under the master lease, we are responsible for subleasing the property to occupying customers and all underlying costs associated with operating the property, and is responsible for paying rent to the Delaware statutory trust that owns such property. As such, for financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payment obligations taking the place of the cost of equity and debt capital. Accordingly, for financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line item on the consolidated statements of operations. Consistent with the foregoing, rental payments made to the Delaware statutory trusts pursuant to the master lease agreements are accounted for using the interest method whereby a portion is accounted for as interest expense

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and a portion is accounted for as an accretion or amortization of the outstanding principal balance of the financing obligations. The net amount we receive from the underlying properties subject to the master lease may be more or less than the amount we pay to the investors of the DST Program and could fluctuate over time.

Consistent with the financial reporting position described herein, the proceeds from each private placement under the DST Program are accounted for as a financing obligation on the consolidated balance sheets due to the fact that we have an option (which may or may not be exercised) to purchase the interests in the Delaware statutory trusts and thereby acquire the real property owned by the Delaware statutory trusts. Consistent with the financial reporting position described herein, upfront costs incurred for services provided by the Advisor and its affiliates related to the DST Program are accounted for as deferred financing costs and are netted against the financing obligation.

In order to facilitate additional capital raise through the DST Program, we have made and may continue to offer loans (“DST Program Loans”) to finance a portion of the sale of DST Interests in the trusts holding DST Properties to potential investors. As of December 31, 2022 and 2021, there were approximately $152.4 million and $68.8 million, respectively, of outstanding DST Program Loans that we have made to partially finance the sale of DST Interests. We include our investments in DST Program Loans separately on our balance sheets in the DST Program Loans line item and we include income earned from DST Program Loans in other income and expenses on our consolidated statements of operations.

The following table presents our DST Program activity for the years ended December 31, 2022, 2021, and 2020:

		For the Year Ended December 31,
(in thousands)		2022		2021		2020 (1)
DST Interests sold	$	768,639	$	492,168	$	—
DST Interests financed by DST Program Loans (2)		83,630		68,772		—
Income earned from DST Program Loans (3)		4,811		861		—
Financing obligation liability appreciation (4)		26,568		—		—
Rent obligation incurred under master lease agreements (4)		41,702		6,039		—

(1) The DST Program was not in place during the year ended December 31, 2020.

(2) DST Program Loans are presented net of repayments.

(3) Included in other income and expenses on consolidated statements of operations.

(4) Included in interest expense on consolidated statements of operations.

Refer to “Note 11” for detail relating to the fees paid to the Advisor, the Dealer Manager and their affiliates for raising capital through the DST Program.

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize upon disposition of our financial instruments.

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Fair Value Measurements on a Recurring Basis

The following table presents our financial instruments measured at fair value on a recurring basis as of December 31, 2022 and 2021:

							Total
(in thousands)	Level 1		Level 2		Level 3		Fair Value
As of December 31, 2022
Assets
Interest rate swaps	$	—	$	70,994	$	—	$	70,994
Interest rate caps		—		28,339		—		28,339
Available-for-sale debt securities		—		60,033		—		60,033
Total assets measured at fair value	$	—	$	159,366	$	—	$	159,366
As of December 31, 2021
Assets
Interest rate swaps	$	—	$	2,653	$	—	$	2,653
Interest rate caps				3,164				3,164
Total assets measured at fair value	$	—	$	5,817	$	—	$	5,817

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Instruments. The derivative instruments are interest rate swaps and interest rate caps whose fair value is estimated using market-standard valuation models. Such models involve using market-based observable inputs, including interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to the derivative instruments being unique and not actively traded, the fair value is classified as Level 2. See “Note 5” above for further discussion of our derivative instruments.

Available-for-Sale Debt Securities. The available-for-sale debt securities are debt securities collateralized by mortgages on commercial real estate properties whose fair value is estimated using third-party broker quotes, which provide valuation estimates based upon contractual cash flows, observable inputs comprising credit spreads and market liquidity. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to the available-for-sale debt securities being unique and not actively traded, the fair value is classified as Level 2.

Nonrecurring Fair Value Measurements

As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, due from/to affiliates, accounts payable and accrued liabilities, and distributions payable approximate their carrying values due to the short-term nature of these instruments. The table below includes fair values for certain of our financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows:

	As of December 31, 2022				As of December 31, 2021
	Carrying		Fair		Carrying		Fair
(in thousands)	Value (1)		Value		Value (1)		Value
Assets:
DST Program Loans	$	152,402	$	146,728	$	68,772	$	68,772
Liabilities:
Term loans		1,150,000		1,150,000		1,015,000		1,015,000
Mortgage notes		1,613,970		1,521,046		1,246,140		1,247,307

(1) The carrying value reflects the principal amount outstanding.

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8. STOCKHOLDERS’ EQUITY

Public Offering

We intend to conduct a continuous public offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On August 4, 2021, the SEC declared our registration statement on Form S-11 with respect to our third public offering of up to $5.0 billion of shares of our common stock effective, and the third public offering commenced the same day. Under the third public offering, we are offering up to $3.75 billion of shares of our common stock in the primary offering and up to $1.25 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class D shares and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan.

The Class T shares, Class D shares, and Class I shares, all of which are collectively referred to herein as shares of common stock, have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis. The per share amount of distributions paid on Class T shares and Class D shares will be lower than the per share amount of distributions paid on Class I shares because of the distribution fees payable with respect to Class T shares and Class D shares sold in the primary offering.

Pursuant to our public offering, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share.

During the year ended December 31, 2022, we raised gross proceeds of approximately $1.0 billion from the sale of approximately 71.3 million shares of our common stock in our ongoing public offering, including proceeds from our distribution reinvestment plan of approximately $76.4 million.

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Common Stock

The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below:

	Class T	Class D	Class I	Total
(in thousands)	Shares	Shares	Shares (1)	Shares
Balance as of December 31, 2019	45,240	2,736	1,299	49,275
Issuance of common stock:
Primary shares	83,136	5,032	1,451	89,619
DRIP	2,622	155	64	2,841
Stock grants	—	—	229	229
Redemptions	(433)	(57)	(3)	(493)
Balance as of December 31, 2020	130,565	7,866	3,040	141,471
Issuance of common stock:
Primary shares	73,534	5,614	33,790	112,938
DRIP	4,234	283	387	4,904
Stock grants, net of cancellations	—	—	233	233
Redemptions	(2,204)	(114)	(32)	(2,350)
Forfeitures	—	—	(27)	(27)
Balance as of December 31, 2021	206,129	13,649	37,391	257,169
Issuance of common stock:
Primary shares	40,034	7,308	18,636	65,978
DRIP	4,002	355	981	5,338
Stock grants, net of cancellations	—	—	193	193
Redemptions	(9,120)	(735)	(4,254)	(14,109)
Conversions	(13,780)	—	13,780	—
Forfeitures	—	—	(25)	(25)
Balance as of December 31, 2022	227,265	20,577	66,702	314,544

(1) Includes 20,000 Class I shares sold to the Advisor in November 2014. See “Note 11” for additional information.

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Distributions. The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for each of the quarters ended below:

	Amount
			Common Stock
	Declared per		Distributions		Other Cash		Reinvested		Distribution		Gross
(in thousands, except per share data)	Common Share (1)		Paid in Cash		Distributions (2)		in Shares		Fees (3)		Distributions (4)
2022
December 31	$	0.13625	$	14,969	$	618	$	20,516	$	7,363	$	43,466
September 30		0.13625		14,593		618		19,942		7,304		42,457
June 30		0.13625		13,674		618		18,953		6,852		40,097
March 31		0.13625		13,043		639		18,158		5,656		37,496
Total	$	0.54500	$	56,279	$	2,493	$	77,569	$	27,175	$	163,516
2021
December 31	$	0.13625	$	12,429	$	179	$	16,900	$	5,146	$	34,654
September 30		0.13625		11,020		178		15,219		4,263		30,680
June 30		0.13625		8,552		179		12,295		3,373		24,399
March 31		0.13625		6,721		179		10,310		3,240		20,450
Total	$	0.54500	$	38,722	$	715	$	54,724	$	16,022	$	110,183
2020
December 31	$	0.13625	$	6,159	$	50	$	9,315	$	3,230	$	18,754
September 30		0.13625		5,601		49		8,451		2,952		17,053
June 30		0.13625		5,194		49		7,812		2,710		15,765
March 31		0.13625		3,339		49		5,077		1,742		10,207
	$	0.54500	$	20,293	$	197	$	30,655	$	10,634	$	61,779

(1) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class T share, per Class D share, and per Class I share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class D shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class D shares.

(2) Consists of distributions paid to holders of OP Units for redeemable noncontrolling interests.

(3) Distribution fees are paid monthly to Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to Class T shares and Class D shares issued in the primary portion of our public offerings only. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. Refer to “Note 11” for further detail regarding distribution fees.

(4) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class D shares issued in the primary portion of our public offerings.

Redemptions

Below is a summary of redemptions and repurchases pursuant to our share redemption program for the years ended December 31, 2022, 2021 and 2020. All eligible redemption requests were fulfilled for the periods presented. Our board of directors may modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Number of eligible shares redeemed		14,109		2,350		493
Aggregate dollar amount of shares redeemed	$	213,444	$	25,109	$	4,867
Average redemption price per share	$	15.13	$	10.68	$	9.87

9. REDEEMABLE NONCONTROLLING INTERESTS

The Operating Partnership’s net income and loss will generally be allocated to the general partner and the limited partners in accordance with the respective percentage interest in the OP Units issued by the Operating Partnership.

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The Operating Partnership issued OP Units to the Advisor and Former Sponsor as payment of the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the Advisory Agreement. The Former Sponsor subsequently transferred these OP Units to its members or their affiliates. We have classified these OP Units as redeemable noncontrolling interests in mezzanine equity on the consolidated balance sheets. The redeemable noncontrolling interests are recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period.

The following table summarizes the redeemable noncontrolling interests activity for the years ended December 31, 2022 and 2021:

	For the Year Ended December 31,
($ in thousands)	2022		2021
Balance at beginning of the year	$	15,687	$	3,648
Settlement of prior year performance participation allocation (1)		81,185		9,640
Distributions to redeemable noncontrolling interests		(2,493)		(715)
Redemptions of redeemable noncontrolling interests (2)		(40,915)		—
Net loss attributable to redeemable noncontrolling interests		(4,874)		(498)
Change from cash flow hedging activities and available-for-sale securities attributable to redeemable noncontrolling interests		1,043		81
Redemption value allocation adjustment to redeemable noncontrolling interests (3)		19,920		3,531
Ending balance	$	69,553	$	15,687

(1) The 2021 performance participation allocation in the amount of $81.2 million became payable on December 31, 2021, and was issued as 6,494,463 Class I OP Units in January 2022 to the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”), AIREIT Incentive Fee LP (the “Special Unit Holder”). At the direction of the Advisor, and in light of our Former Sponsor having been the holder of the Special Units, for the first six months of 2021, the Special Unit Holder designated 3,221,460 of these Class I OP Units to entities affiliated with our Former Sponsor. The Special Unit Holder transferred 3,273,003 Class I OP Units to the Advisor thereafter. The 2020 performance participation allocation in the amount of $9.6 million became payable to the Former Sponsor, as the former holder of the Special Units, on December 31, 2020. At the Former Advisor’s election, it was paid in the form of Class I OP Units valued at $9.6 million (based on the NAV per unit as of December 31, 2020), which were issued to the Former Sponsor in January 2021 and subsequently transferred to its members or their affiliates.

(2) At the request of the Advisor, the Operating Partnership redeemed all Class I OP Units issued to the Advisor in January 2022 for $40.9 million.

(3) Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value at the end of the measurement period.

10. INCOME TAXES

Distributions

Distributions to stockholders are characterized for U.S. federal income tax purposes as: (i) ordinary income; (ii) non-taxable return of capital; or (iii) long-term capital gain. Distributions that exceed our current and accumulated tax earnings and profits constitute a return of capital and reduce the stockholders’ basis in the common shares. To the extent that a distribution exceeds both current and accumulated earnings and profits and the stockholders’ basis in the common shares, the distributions will generally be treated as a gain from the sale or exchange of such stockholders’ common shares. For taxable years beginning before January 1, 2026, all distributions (other than distributions designated as capital gain distributions and distributions traceable to distributions from a taxable REIT subsidiary) which are received by a pass-through entity or an individual, are eligible for a 20% deduction from gross income. At the beginning of each year, we

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notify our stockholders of the taxability of the distributions paid during the preceding year. The unaudited preliminary taxability of our 2022, 2021 and 2020 distributions were:

	For the Year Ended December 31,
(unaudited)	2022		2021		2020
Ordinary income	—	%	11.6	%	7.1	%
Non-taxable return of capital	100.0		34.8		92.9
Long-term capital gain	—		53.6		—
Total distribution	100.0	%	100.0	%	100.0	%

The decrease in taxable income for the year ended December 31, 2022, compared to the same period of the previous year, is primarily due to (i) the increase in the incentive-based performance participation allocation to $140.5 million for the year ended December 31, 2022, as compared to $81.2 million for the same period of the previous year and (ii) our Advisor’s election to settle 55.4% of the 2022 performance participation allocation in cash instead of OP Units, which is deductible as an ordinary business deduction, as compared to the 2021 performance participation allocation, which the Advisor elected to settle entirely in OP Units, which is not deductible for tax purposes.

We have concluded that there was no impact related to uncertain tax positions from our results of operations for the years ended December 31, 2022, 2021 and 2020. The U.S. is the major tax jurisdiction for us and the earliest tax year subject to examination by the taxing authority is 2019.

11. RELATED PARTY TRANSACTIONS

We rely on the Advisor, a related party, to manage our day-to-day operating and acquisition activities and to implement our investment strategy pursuant to the terms of the Advisory Agreement. The current term of the Advisory Agreement ends April 30, 2023, subject to renewals by our board of directors for an unlimited number of successive one-year periods. The Dealer Manager provides dealer manager services in connection with the third public offering pursuant to the terms of the dealer manager agreement, dated as of February 11, 2022 (the “Dealer Manager Agreement”), by and among us, the Advisor and the Dealer Manager. On July 1, 2021, Ares closed on the acquisition of Black Creek Group’s U.S. real estate investment advisory and distribution business, including our Former Advisor (the “Transaction”). On the same date, our Former Advisor assigned the then-current advisory agreement to our New Advisor. Ares did not acquire the Former Sponsor, and we now consider Ares real estate group to be our sponsor. Prior to the Transaction, the Former Sponsor, which owned the Former Advisor, was directly or indirectly majority owned by the estate of John A. Blumberg, James R. Mulvihill and Evan H. Zucker and/or their affiliates and the Former Sponsor and the Former Advisor were jointly controlled by the estate of Mr. Blumberg, Messrs Mulvihill and Zucker and/or their respective affiliates. The Advisor, the Sponsor and the Dealer Manager receive compensation in the form of fees and expense reimbursements for services relating to the public offerings and for the investment and management of our assets. The following is a description of the fees and expense reimbursements payable to the Advisor, the Sponsor, and the Dealer Manager. This summary does not purport to be a complete summary of the Advisory Agreement, the Dealer Manager Agreement, and the tenth amended and restated limited partnership agreement of the Operating Partnership.

Selling Commissions, Dealer Manager Fees and Distribution Fees. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees with respect to Class T shares sold in the primary offering. The upfront selling commissions and dealer manager fees are calculated as a percentage of the offering price at the time of purchase of such shares. All or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed to, participating broker dealers. In addition, the Dealer Manager is entitled to receive ongoing distribution fees based on the NAV of Class T shares and Class D shares sold in the primary portion of the offerings. The distribution fees will be payable monthly in arrears and will be paid on a continuous basis from year to year. The Dealer Manager will reallow the distribution fees to participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class D shares. The following table details the selling commissions, dealer manager fees and distribution fees applicable for each share class. With respect to Class T shares, the distribution fees were payable at a rate of 1.0% of NAV per annum for periods prior to March 1, 2021. With respect to Class D shares, the distribution fees are payable at a rate of 0.25% of NAV per annum for periods after December 31, 2021.

	Class T		Class D		Class I
Selling commissions (as % of offering price)	up to 2.0	%	—	%	—	%
Dealer manager fees (as % of offering price)	up to 2.5	%	—	%	—	%
Distribution fees (as % of NAV per annum)	0.85	%	0.50	%	—	%

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We will cease paying the distribution fees with respect to individual Class T shares and Class D shares when they are no longer outstanding, including as a result of a conversion to Class I shares. Each Class T share or Class D share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate on the earliest of: (i) a listing of any shares of our common stock on a national securities exchange; (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets; and (iii) the end of the month in which the Dealer Manager, in conjunction with our transfer agent, determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through the distribution reinvestment plan or received as stock dividends) equals or exceeds 8.5% of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in the primary portion of the offerings.

Advisory Fee. The advisory fee consists of a fixed component and a performance participation allocation. The fixed component of the advisory fee includes a fee that will be paid monthly to the Advisor for asset management services provided to us in an amount equal to 1/12^th of 1.25% of (a) the applicable monthly NAV per Fund Interest times the weighted-average number of Fund Interests for such month and (b) the consideration received by us or our affiliates for selling interests in properties under the DST Program. Prior to February 16, 2021, the fixed component of the advisory fee was accrued in the amount of 1/12^th of 0.80% of the aggregate cost of each real property asset within our portfolio. “Fund Interests” means the outstanding shares of our common stock and any OP Units held by third parties.

The performance participation allocation, which will be paid to the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”), is a performance-based amount in the form of an allocation and distribution. This amount will be paid to the holder of the Special Units, so long as the Advisory Agreement has not been terminated, as a performance participation interest with respect to the Special Units or, at the election of the Advisor, all or a portion of this amount will be paid instead to the Special Unit Holder in the form of a cash fee, as described in the Advisory Agreement.

The performance participation allocation is calculated as the lesser of: (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward; and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5.0% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted average Fund Interests outstanding during the year. In no event will the performance participation allocation be less than zero. Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the performance participation allocation will be equal to 100.0% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward.

The “annual total return amount” referred to above means all distributions paid or accrued per Fund Interest plus any change in NAV per Fund Interest since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance participation allocation as well as ongoing distribution fees (i.e., our ongoing class-specific fees). If the performance participation allocation is being calculated with respect to a year in which we complete a liquidity event, for purposes of determining the annual total return amount, the change in NAV per Fund Interest will be deemed to equal the difference between the NAV per Fund Interest as of the end of the prior calendar year and the value per Fund Interest determined in connection with such liquidity event, as described in the Advisory Agreement. The “loss carryforward” referred to above tracks any negative annual total return amounts from prior years and offsets the positive annual total return amount for purposes of the calculation of the performance participation allocation. The loss carryforward was zero as of December 31, 2022.

Organization and Offering Expenses. The Advisor agreed to advance all of our organization and offering expenses on our behalf, excluding upfront selling commissions, dealer manager fees and distribution fees, through December 31, 2019. We agreed to reimburse the Advisor for all such advanced expenses ratably over the 60 months following December 31, 2019 and reimbursed in full in January 2021, as described below. Beginning January 1, 2020, we either pay organization and offering expenses directly or reimburse the Advisor and the Dealer Manager for any organization and offering expenses that it pays on our behalf as and when incurred. Our total cumulative organization and offering expenses may not exceed 15.0% of the gross proceeds from the primary portion of the applicable offering. As such, we would not consider organization and offering expenses above that amount to be payable, but such amounts may become payable in the future. There were no organization and offering expenses owed to the Advisor by us as of December 31, 2022 and 2021. As of December 31, 2022, our cumulative organization and offering expenses had not exceeded 15.0% of the gross proceeds from the primary portion of the offerings.

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Development Fees. Pursuant to the Advisory Agreement, we have agreed to pay the Advisor a development fee in connection with providing services related to the development, construction, improvement or stabilization, including tenant improvements, of development properties or overseeing the provision of these services by third parties on behalf of us. The fee will be an amount that will be equal to 4.0% of total project cost of the development property (or our proportional interest therein with respect to real property held in joint ventures or other entities that are co-owned). If the Advisor engages a third party to provide development services, the third party will be compensated directly by us, and the Advisor will receive the development fee if it provides development oversight services.

Fees from Other Services. We may retain certain of the Advisor’s affiliates, from time to time, for services relating to our investments or our operations, which may include property management services, leasing services, corporate services, statutory services, transaction support services, construction and development management, and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance, treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters. Any fees paid to the Advisor’s affiliates for any such services will not reduce the advisory fees. Any such arrangements will be at market rates or reimbursement of costs.

Acquisition Expense Reimbursements. Pursuant to the Advisory Agreement, subject to certain limitations, we agreed to reimburse the Advisor for all acquisition expenses incurred on our behalf in connection with the selection, acquisition, development or origination of our investments, whether or not such investments are acquired. As these expense reimbursements were not directly attributable to a specified property, they were expensed as incurred on the consolidated statements of operations.

Property-Level Accounting Services. Pursuant to the Advisory Agreement, we have agreed to pay the Advisor a property accounting fee in connection with providing services related to accounting for real property operations, including the maintenance of the real property’s books and records in accordance with GAAP and our policies, procedures, and internal controls, in a timely manner, and the processing of real property-related cash receipts and disbursements. The property accounting fee is equal to the difference between: (i) the property management fee charged with respect to each real property, which reflects the market rate for all real property management services, including property-level accounting services, based on rates charged for similar properties within the region or market in which the real property is located, and (ii) the amount paid to third-party property management firms for property management services, which fee is based on an arm’s length negotiation with a third party property management service provider (the difference between (i) and (ii), the “property accounting fee”).

DST Program

DST Program Dealer Manager Fees. In connection with the DST Program, as described in “Note 6,” Ares Industrial Real Estate Exchange LLC (“AIREX”), a wholly-owned subsidiary of our taxable REIT subsidiary that is wholly-owned by the Operating Partnership, entered into a dealer manager agreement with the Dealer Manager, pursuant to which the Dealer Manager agreed to conduct the private placements for interests reflecting an indirect ownership of up to $1.5 billion of interests. The Advisor, Dealer Manager and certain of their affiliates receive fees and reimbursements in connection with their roles in the DST Program, which costs are substantially funded by the private investors in that program, through one or more purchase price “mark ups” of the initial estimated fair value of the DST Properties to be sold to investors, fees paid by the investors at the time of investment, or deductions from distributions paid to such investors.

AIREX will pay certain up-front fees and reimburse certain related expenses to the Dealer Manager with respect to capital raised through the DST Program. AIREX is obligated to pay the Dealer Manager a dealer manager fee of up to 1.5% of gross equity proceeds raised and a commission of up to 5.0% of gross equity proceeds raised through the private placements. In addition, with respect to certain classes of interests (or the corresponding classes of OP Units or shares for which they may be exchanged in certain circumstances) we, the Operating Partnership or AIREX will pay the Dealer Manager ongoing fees in amounts up to 1.0% of the equity investment or net asset value thereof per year. The Dealer Manager may re-allow such commissions, ongoing fees and a portion of such dealer manager fees to participating broker dealers. In addition, pursuant to the dealer manager agreement for the DST Program, we, or our subsidiaries, are obligated to reimburse the Dealer Manager for (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the private placements; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, or educational conferences sponsored by AIREX; (c) customary promotional items; and (d) legal fees of the Dealer Manager.

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Pursuant to the Advisory Agreement and Operating Partnership Agreement, DST Properties are included when calculating the fixed advisory fee and the performance participation allocation due to the Advisor. Furthermore, because the Advisor funds certain Dealer Manager personnel costs that are not reimbursed under the DST Program dealer manager agreement, we have also agreed to pay the Advisor a fee equal to the fee paid by DST Program investors for these costs, which is up to 1.5% of the total equity amount paid for the interests.

DST Manager Fees. AIREX Manager LLC (the “DST Manager”), a wholly owned subsidiary of the Operating Partnership, acts, directly or through a wholly-owned subsidiary, as the manager of each Delaware statutory trust holding a DST Property, but has assigned all of its rights and obligations as manager (including fees and reimbursements received) to AIREX Advisor LLC (“DST Advisor”), an affiliate of the Advisor. While the intention is to sell 100% of the interests to third parties, AIREX may hold an interest for a period of time and therefore could be subject to the following description of fees and reimbursements paid to the DST Manager. The DST Manager will have primary responsibility for performing administrative actions in connection with the trust and any DST Property and has the sole power to determine when it is appropriate for a trust to sell a DST Property. For its services, DST Advisor will receive, through the DST Manager, (i) a management fee equal to a stated percentage (e.g., 1.0%) of the gross rents payable to the trust, with such amount to be set on a deal-by-deal basis, (ii) a loan fee of up to 1.0% for any financing provided by us in connection with the DST Program (in which case a subsidiary of ours would provide the debt financing and earn interest thereon, as discussed further below), (iii) reimbursement of certain expenses associated with the establishment, maintenance and operation of the trust and DST Properties and the sale of any DST Property to a third party, and (iv) up to 1.0% of the gross equity proceeds as compensation for the development and design of the DST Program and ongoing oversight of the offering and the DST Program. Furthermore, to the extent that the Operating Partnership exercises its fair market value purchase option to acquire the interests from the investors at a later time in exchange for OP Units, and such investors subsequently submit such OP Units for redemption pursuant to the terms of the Operating Partnership, a redemption fee of up to 1.0% of the amount otherwise payable to a limited partner upon redemption will be paid to DST Manager subject to the terms of the applicable DST Program offering documents.

In connection with the DST Program, AIREX maintains a loan program and may, upon request, provide DST Program Loans to certain purchasers of the interests in the DST Interests to finance a portion of the purchase price payable upon their acquisition of such DST Interests (the “Purchase Price”). The DST Program Loans are made by a subsidiary of ours (the “DST Lender”). The DST Program Loans may differ in original principal amounts. The original principal amount of the DST Program Loans expressed as a percentage of the total Purchase Price for the applicable DST Interests may also vary, but no DST Program Loan to any purchaser will exceed 50% of the Purchase Price paid by such purchaser for its DST Interest in the Trust, excluding the amount of the Origination Fee, as hereinafter defined. Each purchaser that elects to obtain a DST Program Loan, will pay an origination fee to the DST Manager equal to up to 1.0% of the original principal amount of its DST Program Loan (the “Origination Fee”) upon origination of such DST Program Loan, which Origination Fee will be assigned by the DST Manager to an affiliate of the Advisor. The purchaser will be required to represent, among other things, that no portion of the Purchase Price for its DST Interest and no fee paid in connection with the acquisition of its DST Interest (including, without limitation, the Origination Fee) has been or will be funded with any nonrecourse indebtedness other than the DST Program Loan.

The table below summarizes the fees and expenses incurred by us for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with our public offerings, and any related amounts payable:

	For the Year Ended December 31,						Payable as of
(in thousands)	2022		2021		2020		December 31, 2022		December 31, 2021
Selling commissions and dealer manager fees (1)	$	22,815	$	15,046	$	39,190	$	—	$	—
Ongoing distribution fees (1)(2)		27,175		16,022		10,634		2,459		1,779
Advisory fee—fixed component		67,561		28,558		9,653		6,371		3,864
Performance participation allocation (3)		140,505		81,185		9,640		140,505		81,185
Other expense reimbursements (4)(5)		12,452		11,434		9,928		2,624		707
Property accounting fee (6)		2,803		1,262		603		269		166
DST Program selling commissions, dealer manager fees and distribution fees (1)		8,584		3,527		—		672		190
Other DST Program related costs (5)		9,974		5,925		—		145		61
Development fees (7)		8,460		937		24		471		78
Total	$	300,329	$	163,896	$	79,672	$	153,516	$	88,030

(1) All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.

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(2) The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable were approximately $92.1 million and $85.4 million as of December 31, 2022 and 2021, respectively.

(3) The 2022 performance participation allocation in the amount of $140.5 million became payable on December 31, 2022, and the Advisor elected to settle the amounts owed partially in cash in the amount of $77.8 million and the remainder in 4.1 million OP Units.

(4) Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the Advisory Agreement, including, but not limited to, certain expenses described below after footnote 7, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.

(5) Includes costs reimbursed to the Advisor related to the DST Program.

(6) The cost of the property management fee, including the property accounting fee, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain limited circumstances, we may pay for a portion of the property management fee, including the property accounting fee, without reimbursement from the tenant or tenants at a real property.

(7) Development fees are included in the total development project costs of the respective properties and are capitalized in construction in progress, which is included in net investment in real estate properties on our consolidated balance sheets. Amounts also include our proportionate share of development acquisition fees relating to the BTC Partnerships, which are included in investment in unconsolidated joint venture partnership(s) on our consolidated balance sheets.

Certain of the expense reimbursements described in the table above include a portion of the compensation expenses of officers, including a portion of compensation (whether paid in cash, stock, or other forms), benefits and other overhead costs of certain of our named executive officers, as well as employees of the Advisor or its affiliates related to activities for which the Advisor did not otherwise receive a separate fee. We incurred approximately $11.4 million, $10.1 million and $8.3 million for the years ended December 31, 2022, 2021 and 2020 respectively, for such compensation expenses reimbursable to the Advisor.

Transactions with Affiliates

The Operating Partnership issued 100 Special Units to the Former Sponsor for consideration of $1,000. The Special Units are classified as noncontrolling interests. On July 1, 2021, the 100 Special Units were assigned to the Advisor and in December 2021, the Advisor assigned the 100 Special Units to its subsidiary, the Special Unit Holder.

Joint Venture Partnerships

From the beginning of the first quarter of 2022 until the completion of the BTC II Partnership Transaction, the BTC II Partnership incurred approximately $1.8 million in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to the respective service agreements. For the year ended December 31, 2021, the BTC Partnerships incurred in aggregate approximately $10.1 million in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to their respective service agreements. We had amounts due to the BTC II Partnership of approximately $0.2 million as of December 31, 2021, which were recorded in other liabilities on the consolidated balance sheets.

From the completion of the BTC II Partnership Transaction until December 31, 2022, the BTC II B Partnership incurred approximately $1.1 million in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to the respective service agreements.

Expense Support Agreement

On January 1, 2019, we, the Advisor and the Operating Partnership entered into the Second Amended and Restated Expense Support Agreement (the “Expense Support Agreement”). The Expense Support Agreement amended and restated the agreement that had been entered into by us, the Operating Partnership and the Advisor in October 2016, which was subsequently amended and restated as of July 1, 2017. Pursuant to the Expense Support Agreement, the Advisor agreed to defer certain fees and fund certain of our expenses, subject to the terms of the agreement. The Expense Support Agreement was not renewed after the expiration of its effective term on December 31, 2021 and we do not expect to receive any additional expense support from the Advisor in the future.

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The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the Expense Support Agreement. The Expense Support Agreement was not renewed after the expiration of its effective term on December 31, 2020. The total aggregate amount paid by the Advisor pursuant to the Expense Support Agreement was $27.1 million, and as of December 31, 2020, all reimbursable amounts had been paid in their entirety, and no amounts remain to be reimbursed to the Advisor.

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Fees deferred	$	—	$	—	$	3,896
Other expenses supported		—		—		9,609
Total expense support from Advisor	$	—	$	—	$	13,505
Reimbursement of previously deferred fees and other expenses supported		—		—		(13,505)
Total expense support from Advisor, net (1)	$	—	$	—	$	—

(1) As of December 31, 2022, 2021 and 2020, no amounts related to expense support were payable to or receivable from the Advisor.

12. NET INCOME (LOSS) PER COMMON SHARE

The computation of our basic and diluted net income (loss) per share attributable to common stockholders is as follows:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Net loss attributable to common stockholders—basic	$	(308,079)	$	(75,349)	$	(30,097)
Net loss attributable to redeemable noncontrolling interests		(4,874)		(498)		(83)
Net loss attributable to noncontrolling interests		38		20		5
Net loss attributable to common stockholders—diluted	$	(312,915)	$	(75,827)	$	(30,175)
Weighted-average shares outstanding—basic		295,683		201,169		113,145
Incremental weighted-average shares outstanding—diluted		4,533		1,311		361
Weighted-average shares outstanding—diluted		300,216		202,480		113,506
Net loss per share attributable to common stockholders:
Basic	$	(1.04)	$	(0.37)	$	(0.27)
Diluted	$	(1.04)	$	(0.37)	$	(0.27)

13. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Interest paid related to consolidated indebtedness, net of capitalized interest	$	70,667	$	21,772	$	12,180
Interest paid related to DST Program		32,157		1,757		—
Distributions payable		14,499		11,747		6,450
Distributions reinvested in common stock		76,434		52,223		28,590
Net increase in DST Program Loans receivable through DST Program capital raising		83,630		68,772		—
Redeemable noncontrolling interests issued as settlement of performance participation allocation		81,185		9,640		2,913
Non-cash redemption of minority ownership interest in unconsolidated joint venture partnership		91,028		279,340		—
Change in accrued future ongoing distribution fees		6,726		40,458		28,493
Change in accrued capital expenditures		58,902		2,433		2,242
Non-cash selling commissions and dealer manager fees		22,815		15,046		39,190

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Restricted Cash

Restricted cash consists of lender and property-related escrow accounts, as well as utility deposits. The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the consolidated statements of cash flows:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Beginning of period:
Cash and cash equivalents	$	216,848	$	232,369	$	51,178
Restricted cash		887		530		—
Cash, cash equivalents and restricted cash	$	217,735	$	232,899	$	51,178
End of period:
Cash and cash equivalents	$	79,524	$	216,848	$	232,369
Restricted cash		499		887		530
Cash, cash equivalents and restricted cash	$	80,023	$	217,735	$	232,899

14. NONCONTROLLING INTERESTS

Special Units

In November 2014, the Operating Partnership issued 100 Special Units to the parent of the Former Advisor for consideration of $1,000. On July 1, 2021, the 100 Special Units were assigned to the Advisor. In December 2021, the Special Units were assigned by the Advisor to the Special Unit Holder. The holder of the Special Units does not participate in the profits and losses of the Operating Partnership. The holder of the Special Units will be paid a performance participation allocation. Refer to “Note 11” for details regarding the performance participation allocation and Class I OP Units issued as payment for the performance participation allocation. This amount will be paid to the Special Unit Holder, so long as the Advisory Agreement has not been terminated, as a performance participation interest with respect to the Special Units or, at the election of the Advisor, will be paid instead to the Advisor in the form of a cash fee, as described in the Advisory Agreement. The limited partner interests not owned by us are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity.

Subsidiary REITs

As of December 31, 2022, we indirectly own and control the managing member of three subsidiary REITs. Noncontrolling interests represent the portion of equity in the subsidiary REIT that we do not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheet as of December 31, 2022 as noncontrolling interests within permanent equity. Such noncontrolling interests were issued by the Subsidiary REITS in the form of preferred shares, which are non-voting and have no rights to income or loss. The preferred shares are redeemable by the respective subsidiary REIT at our discretion, through our ownership and control of the managing member. The following table includes details for each Subsidiary REIT:

					Annual		Dividend Payable as of December 31,
Subsidiary REIT Acquisition	Date Acquired	Number of Shares		Par Value	Preferred Dividend		2022 (1)		2021 (1)
Executive Airport II	9/3/2020	125	$	1,000	12.5%	$	7,812	$	7,812
Build-To-Core Logistics Portfolio	6/15/2021	122	$	500	12.0%	$	—	$	—
Hainesport Commerce Center	12/21/2021	125	$	1,000	12.0%	$	—	$	—

(1) Recorded in accounts payable and accrued expenses on our consolidated balance sheets.

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15. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, we and our subsidiaries may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2022, we and our subsidiaries were not involved in any material legal proceedings.

Environmental Matters

A majority of the properties we acquire have been or will be subject to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we may acquire in connection with the development of land. We have or may acquire certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous material. We may purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any environmental liabilities that we believe would have a material adverse effect on our business, financial condition, or results of operations as of December 31, 2022.

16. SUBSEQUENT EVENTS

Adoption of Fifth Amended and Restated Bylaws

On March 15, 2023, the board of directors of the Company adopted and approved, effective immediately, amended and restated bylaws (the “Fifth Amended and Restated Bylaws”). Among other things, the Fifth Amended and Restated Bylaws update certain procedural requirements for the submission of stockholder nominees as a result of the effectiveness of Rule 14a-19 under the Exchange Act, including:

● requiring that any stockholder submitting a nomination make a representation that such stockholder intends, or is part of a group which intends, to solicit holders of shares representing at least 67% of the voting power of the Company’s capital stock in support of the proposed nominee;

● updating certain of the certifications to be made by a stockholder submitting a nomination;

● requiring that any stockholder submitting a nomination provide the Company with reasonable documentary evidence five business days prior to the meeting to demonstrate that such stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act; and

● limiting the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting.

The Fifth Amended and Restated Bylaws also include certain other administrative, ministerial and conforming changes.

The foregoing description of the Fifth Amended and Restated Bylaws is only a summary of the changes to the Company’s amended and restated bylaws and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.4 to this Annual Report on Form 10-K and, by this reference, incorporated herein.

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ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.      CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based upon criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 9B.      OTHER INFORMATION

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) and Section 13(r) of the Exchange Act, require an issuer to disclose in its annual and quarterly reports whether it or any of its affiliates have knowingly engaged in specified activities or transactions relating to Iran. We are required to include certain disclosures in our periodic reports if we or any of our “affiliates” (as defined in Rule 12b-2 under the Exchange Act) knowingly engaged in certain specified activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by United States' economic sanctions during the quarterly period covered by the report. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Neither we nor any of our controlled affiliates or subsidiaries knowingly engaged in any of the specified activities relating to Iran or otherwise engaged in any activities associated with Iran during the reporting period. However, because the SEC defines the term “affiliate” broadly, it includes any person or entity that is under common control with us as well as any entity that controls us or is controlled by us. The description that follows has been provided to us by Ares.

On January 31, 2019, funds and accounts managed by Ares’ European direct lending strategy (together, the “Ares funds”) collectively acquired a 32% equity stake in Daisy Group Limited (“Daisy”). Daisy is a provider of communication services to businesses based in the United Kingdom. The Ares funds do not hold a majority equity interest in Daisy and do not have the right to appoint a majority of directors to Daisy’s board of directors.

Subsequent to completion of the Ares funds’ investment in Daisy, in connection with Ares’ routine quarterly survey of its investment funds’ portfolio companies, Daisy informed the Ares funds that it has a customer contract with Melli Bank Plc. Melli Bank Plc has been designated by the Office of Foreign Assets Control within the U.S. Department of Treasury pursuant to Executive Order 13224. Daisy generated a total of £41,546 in annual revenues in 2021 (less than 0.01 % of Daisy’s annual revenues) from its dealings with Melli Bank Plc and de minimis net profits. Daisy entered into the customer contract with Melli Bank Plc prior to the Ares funds’ investment in Daisy.

Daisy terminated its contract with Melli Bank Plc on February 26, 2022. Following termination of the contract, Daisy has not engaged and does not intend to engage in any further dealings or transactions with Melli Bank Plc.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10.       DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be included under the headings “Board of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 11.       EXECUTIVE COMPENSATION

The information required by this item will be included under the heading “Compensation of Directors and Executive Officers” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be included under the heading “Certain Relationships and Related Transactions” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included under the heading “Principal Accountant Fees and Services” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

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PART IV

ITEM 15.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)   1. Financial Statements—The financial statements are included under Item 8 of this report.

2. Financial Statement Schedule—The following financial statement schedule is included in Item 15(c):

Schedule III—Real Estate and Accumulated Depreciation.

All other financial statement schedules are not required under the related instructions or because the required information has been disclosed in the consolidated financial statements and the notes related thereto.

(b)   Exhibits

The following exhibits are filed as part of this Annual Report on Form 10-K:

EXHIBIT NUMBER	DESCRIPTION
3.1	Third Articles of Amendment and Restatement. Incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on June 30, 2017.
3.2	Articles of Amendment. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 4, 2020.
3.3	Articles of Amendment (name change and designation of Class D shares). Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 11, 2022.
3.4*	Fifth Amended and Restated Bylaws of Ares Industrial Real Estate Income Trust Inc.
4.1	Second Amended and Restated Share Redemption Program, effective as of February 11, 2022. Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the SEC on March 9, 2022.
4.2	Fourth Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the SEC on March 9, 2022.
4.3	Description of Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed with the SEC on March 9, 2022.
10.1	Second Amended and Restated Dealer Manager Agreement, dated February 11, 2022, by and between Ares Industrial Real Estate Income Trust Inc. and Ares Wealth Management Solutions, LLC. Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed with the SEC on March 9, 2022.
10.2	Loan Agreement, dated as of December 9, 2021, by and among BCI IV 485 DC LLC, BCI IV Valwood Crossroads DC LP, BCI IV Logistics Center at 33 LLC, BCI IV Harvill Business Center LP, BCI IV Princess Logistics Center LLC, BCI IV 1 Stanley Drive LLC, BCI IV York DC LLC, BCI IV Stockton DC LP, BCI IV Arrow Route DC LLC, BCI IV Lodi DC LLC and Teachers Insurance and Annuity Association of America. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 15, 2021.
10.3	Amended and Restated Advisory Agreement (2022), dated as of May 1, 2022, by and among Ares Industrial Real Estate Income Trust Inc., AIREIT Operating Partnership LP and Ares Commercial Real Estate Management LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 5, 2022.
10.4*	Eleventh Amended and Restated Limited Partnership Agreement of AIREIT Operating Partnership LP, dated as of February 13, 2023.
10.5	Third Amended and Restated Equity Incentive Plan of Ares Industrial Real Estate Income Trust Inc., effective February 11, 2022. Incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed with the SEC on March 9, 2022.

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EXHIBIT NUMBER	DESCRIPTION
10.6	Second Amended and Restated Private Placement Equity Incentive Plan of Ares Industrial Real Estate Income Trust Inc., effective February 11, 2022. Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the SEC on March 9, 2022.
10.7	Master Transaction Agreement, dated as of June 15, 2021, by and between IPT BTC I GP LLC, IPT BTC I LP LLC and QR Master Holdings USA II LP. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 15, 2021.
10.8	Distribution and Redemption Agreement, dated as of June 15, 2021, by and between IPT BTC I GP LLC, IPT BTC I LP LLC and Build-To-Core Industrial Partnership I LP. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 15, 2021.
10.9	Membership Interest Purchase Agreement, dated as of June 15, 2021, by and between BTC I REIT B LLC and BTC I REIT A LLC. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on June 15, 2021.
10.10	Contribution, Distribution and Redemption Agreement, dated as of June 15, 2021, by and between Build-To-Core Industrial Partnership I LP and Industrial Property Advisors Sub I LLC. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on June 15, 2021.
10.11	Form of Indemnification Agreement entered into between Ares Industrial Real Estate Income Trust Inc. (formerly known as Black Creek Industrial REIT IV Inc.) and each of its executive officers and directors. Incorporated by reference to Exhibit 10.6 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the Securities and Exchange Commission on July 1, 2016.
10.12	Selected Dealer Agreement, dated as of October 28, 2019, by and among Ares Industrial Real Estate Income Trust Inc. (formerly known as Black Creek Industrial REIT IV Inc.), BCI IV Advisors LLC, Ares Wealth Management Solutions, LLC (formerly known as Black Creek Capital Markets, LLC), BCI IV Advisors Group LLC, and Ameriprise Financial Services, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 1, 2019.
10.13	Cost Reimbursement Agreement, dated as of October 28, 2019, by and among Ares Industrial Real Estate Income Trust Inc. (formerly known as Black Creek Industrial REIT IV Inc.), BCI IV Advisors LLC, Ares Wealth Management Solutions LLC (formerly Black Creek Capital Markets, LLC), and American Enterprise Investment Services, Inc. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 1, 2019.
10.15	Third Amended and Restated Credit Agreement, dated March 31, 2022, by and among AIREIT Operating Partnership LP, as Borrower, Wells Fargo Bank, National Association, as Lender and Administrative Agent, Bank of America, N.A., as Lender and Syndication Agent, Wells Fargo Securities, LLC, as a Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as a Joint Lead Arranger and Joint Bookrunner, Capital One, National Association, as Lender and Joint Lead Arranger for the Revolving Credit Facility, Truist Bank, as Lender and Joint Lead Arranger for the Revolving Credit Facility, U.S. Bank National Association, as Lender and Joint Lead Arranger for the Revolving Credit Facility, Regions Bank, as Lender and Joint Lead Arranger for the Term Facility and PNC Bank, National Association, as Lender and Joint Lead Arranger for the Term Facility. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 6, 2022.
10.16*	First Amendment to the Third Amended and Restated Credit Agreement, dated November 9, 2022, by and among AIREIT Operating Partnership LP, as Borrower, Wells Fargo Bank, National Association, as Lender and Administrative Agent, Bank of America, N.A., as Lender and Syndication Agent, Wells Fargo Securities, LLC, as a Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as a Joint Lead Arranger and Joint Bookrunner, Capital One, National Association, as Lender and Joint Lead Arranger for the Revolving Credit Facility, Truist Bank, as Lender and Joint Lead Arranger for the Revolving Credit Facility, U.S. Bank National Association, as Lender and Joint Lead Arranger for the Revolving Credit Facility, Regions Bank, as Lender and Joint Lead Arranger for the Term Facility and PNC Bank, National Association, as Lender and Joint Lead Arranger for the Term Facility.

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EXHIBIT NUMBER	DESCRIPTION
10.17*	Credit Agreement, dated May 6, 2021, among AIREIT Operating Partnership, LP (formerly known as BCI IV Operating Partnership, LP), as Borrower, JPMorgan Chase Bank, N.A, as Administrative Agent and Lender, Joint Lead Arranger and Joint Bookrunner, Wells Fargo Bank., N.A., as Lender and Co-Syndication Agent, Bank of America, N.A., as a Lender and Co-Syndication Agent, PNC Bank, National Association, as a Lender and Co-Syndication Agent, Truist Bank, as a Lender and Co-Syndication Agent, Wells Fargo Securities, LLC, as Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger, PNC Capital Markets as Joint Lead Arranger, Truist Securities, Inc., as Joint Lead Arranger, U.S. Bank National Association, as a Lender, Capital One, N.A., as a Lender, Regions Bank, as a Lender, Zions Bancorporaton, N.A., as a Lender, MUFG Union Bank., N.A., as a Lender, Eastern Bank, as a Lender, and Associated Bank, National Association, as a Lender.
10.18*	First Amendment to Credit Agreement, dated May 9, 2021, among AIREIT Operating Partnership (formerly known as BCI IV Operating Partnership, LP), as Borrower, JPMorgan Chase Bank, N.A, as Administrative Agent and Lender, Joint Lead Arranger and Joint Bookrunner, Wells Fargo Bank., N.A., as Lender and Co-Syndication Agent, Bank of America, N.A., as a Lender and Co-Syndication Agent, PNC Bank, National Association, as a Lender and Co-Syndication Agent, Truist Bank, as a Lender and Co-Syndication Agent, Wells Fargo Securities, LLC, as Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger, PNC Capital Markets as Joint Lead Arranger, Truist Securities, Inc., as Joint Lead Arranger, U.S. Bank National Association, as a Lender, Capital One, N.A., as a Lender, Regions Bank, as a Lender, Zions Bancorporaton, N.A., as a Lender, MUFG Union Bank., N.A., as a Lender, Eastern Bank, as a Lender, and Associated Bank, National Association, as a Lender.
10.19*	Second Amendment to Credit Agreement, dated November 9, 2022, among AIREIT Operating Parntership LP (formerly known as BCI IV Operating Partnership LP), as Borrower, JPMorgan Chase Bank, N.A, as Administrative Agent and Lender, Joint Lead Arranger and Joint Bookrunner, Wells Fargo Bank., N.A., as Lender and Co-Syndication Agent, Bank of America, N.A., as a Lender and Co-Syndication Agent, PNC Bank, National Association, as a Lender and Co-Syndication Agent, Truist Bank, as a Lender and Co-Syndication Agent, Wells Fargo Securities, LLC, as Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger, PNC Capital Markets as Joint Lead Arranger, Truist Securities, Inc., as Joint Lead Arranger, U.S. Bank National Association, as a Lender, Capital One, N.A., as a Lender, Regions Bank, as a Lender, Zions Bancorporaton, N.A., as a Lender, MUFG Union Bank., N.A., as a Lender, Eastern Bank, as a Lender, and Associated Bank, National Association, as a Lender.
10.20	Form of Director Stock Grant Agreement for Amended and Restated Equity Incentive Plan of Ares Industrial Real Estate Income Trust Inc. (formerly known as Black Creek Industrial REIT IV Inc.). Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed with the SEC on March 6, 2019.
10.21	Form of Restricted Stock Agreement for Consultants for Amended and Restated Equity Incentive Plan of Ares Industrial Real Estate Income Trust Inc. (formerly known as Black Creek Industrial REIT IV Inc.). Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed with the SEC on March 6, 2019.
10.22	Form of Restricted Stock Agreement for Private Placement Equity Incentive Plan of Ares Industrial Real Estate Income Trust Inc. (formerly known as Black Creek Industrial REIT IV Inc.). Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC on March 6, 2019.
10.23	Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated as of May 19, 2017, by and among IPT BTC II GP LLC, IPT BTC II LP LLC, Industrial Property Advisors Sub IV LLC, BCG BTC II Investors LLC, bcIMC (WCBAF) Realpool Global Investment Corporation, bcIMC (College) US Realty Inc., bcIMC (Municipal) US Realty Inc., bcIMC (Public Service) US Realty Inc., bcIMC (Teachers) US Realty Inc., bcIMC (WCB) US Realty Inc., bcIMC (Hydro) US Realty Inc., and QuadReal US Holdings Inc. Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020.

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EXHIBIT NUMBER	DESCRIPTION
10.24	First Amendment to Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated January 31, 2018, by and among IPT BTC II GP LLC, IPT BTC II LP LLC, Industrial Property Advisors Sub IV LLC, BCG BTC II Investors LLC, bcIMC (WCBAF) Realpool Global Investment Corporation, bcIMC (College) US Realty Inc., bcIMC (Municipal) US Realty Inc., bcIMC (Public Service) US Realty Inc., bcIMC (Teachers) US Realty Inc., bcIMC (WCB) US Realty Inc., bcIMC (Hydro) US Realty Inc., and QuadReal US Holdings Inc. Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020.
10.25	Second Amendment to Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated as of May 10, 2019, by and among IPT BTC II GP LLC, IPT BTC II LP LLC, Industrial Property Advisors Sub IV LLC, BCG BTC II Investors LLC, QR Master Holdings USA II LP and QuadReal US Holdings Inc. Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020.
10.26	Third Amendment to the Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated as of July 15, 2020, by IPT BTC II GP LLC. Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020.
10.27	Agreement, dated as of May 19, 2017, by and among IPT BTC II GP LLC and Industrial Property Advisors Sub III LLC. Incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020.
10.28	First Amendment to the Agreement, dated as of July 15, 2020, by and among IPT BTC II GP LLC and Industrial Property Advisors Sub III LLC. Incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020.
21.1*	List of Subsidiaries of Ares Industrial Real Estate Income Trust Inc.
23.1*	Consent of KPMG LLP (Independent Registered Public Accounting Firm).
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*	Consent of Altus Group U.S., Inc.
99.2	Net Asset Value Calculation and Valuation Procedures. Incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the SEC on March 9, 2022.
101	The following materials from Ares Industrial Real Estate Income Trust Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 20, 2023, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Comprehensive Income (Loss), (vi) Consolidated Statements of Cash Flows, and (vii) Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*     Filed herewith.

**   Furnished herewith.

128

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

											Costs								Accumulated
											Capitalized or		Gross Amount Carried as of						Depreciation
					Initial Cost to Company						Adjustments		December 31, 2022						and			Depreciable
	# of						Buildings and		Total		Subsequent to				Buildings and		Total		Amortization		Acquisition	Life
($ in thousands)	Buildings	Debt			Land		Improvements (6)		Costs		Acquisition		Land		Improvements (6)		Costs (7), (8)		(8)		Date	(Years)
Consolidated Industrial Properties:
Ontario Industrial Center in Ontario, CA	1	$	—	(1)	$	5,225	$	5,370	$	10,595	$	1,002	$	5,225	$	6,372	$	11,597	$	(1,934)	2/26/2018	1-20
Medley Industrial Center in Medley, FL	1		—			2,864		4,559		7,423		309		2,864		4,868		7,732		(1,181)	4/11/2018	1-30
Ontario Distribution Center in Ontario, CA	1		—	(2)		14,657		16,101		30,758		123		14,657		16,224		30,881		(5,508)	5/17/2018	1-20
Park 429 Logistics Center in Ocoee, FL	2		—			7,963		36,919		44,882		319		7,963		37,238		45,201		(5,876)	6/7/2018	1-40
Pescadero Distribution Center in Tracy, CA	1		—	(1)		5,602		40,021		45,623		182		5,602		40,203		45,805		(7,194)	6/20/2018	1-40
Gothard Industrial Center in Huntington Beach, CA	1		—	(1)		5,325		4,771		10,096		421		5,325		5,192		10,517		(1,395)	6/25/2018	1-20
Midway Industrial Center in Odenton, MD	1		—	(3)		4,579		3,548		8,127		438		4,579		3,986		8,565		(1,498)	10/22/2018	1-20
Executive Airport Distribution Center I in Henderson, NV	1		—			10,360		40,710		51,070		245		10,360		40,955		51,315		(7,886)	11/20/2018	1-40
Iron Run Distribution Center in Allentown, PA	1		—	(3)		5,483		10,039		15,522		173		5,483		10,212		15,695		(2,708)	12/04/2018	1-20
Elgin Distribution Center in Elgin, IL	1		—			4,032		16,951		20,983		71		4,032		17,022		21,054		(2,219)	12/11/2018	1-40
Addison Distribution Center II in Addison, IL	1		—			4,439		8,009		12,448		879		4,439		8,888		13,327		(2,002)	12/21/2018	1-30
Fontana Distribution Center in Fontana, CA	1		—	(2)		20,558		21,943		42,501		958		20,558		22,901		43,459		(7,237)	12/28/2018	1-20
Airport Industrial Center in Ontario, CA	1		—			4,085		4,051		8,136		506		4,085		4,557		8,642		(1,480)	1/08/2019	1-20
Kelly Trade Center in Austin, TX	1		—			2,686		12,654		15,340		2,052		2,686		14,706		17,392		(2,977)	1/31/2019	1-30
7A Distribution Center in Robbinsville, NJ	1		—			8,002		4,149		12,151		515		3,386		9,280		12,666		(2,507)	2/11/2019	1-20
Quakerbridge Distribution Center in Hamilton, NJ	1		—	(3)		3,434		5,160		8,594		974		2,334		7,234		9,568		(2,019)	3/11/2019	1-40
Hebron Airpark Logistics Center in Hebron, KY	1		—			2,228		9,572		11,800		396		2,228		9,968		12,196		(1,693)	5/30/2019	1-40
Las Vegas Light Industrial Portfolio in Las Vegas, NV	4		—			19,872		39,399		59,271		901		19,872		40,300		60,172		(8,557)	5/30/2019	1-30
Monte Vista Industrial Center in Chino, CA	1		—			7,947		7,592		15,539		494		7,947		8,086		16,033		(2,214)	6/07/2019	1-20
King of Prussia Core Infill Portfolio in King of Prussia, PA	5		—	(3)		14,791		17,187		31,978		1,789		14,791		18,976		33,767		(5,459)	6/21/2019	1-20
Dallas Infill Industrial Portfolio in Arlington, TX	3		38,000			17,159		74,981		92,140		3,965		17,159		78,946		96,105		(14,841)	6/28/2019	1-30
Dallas Infill Industrial Portfolio in Garland, TX	2		11,250			3,545		20,370		23,915		233		3,545		20,603		24,148		(2,990)	6/28/2019	1-40
Edison Distribution Center in Edison, NJ	1		—	(3)		11,519		16,079		27,598		78		11,519		16,157		27,676		(3,830)	6/28/2019	1-20
395 Distribution Center in Reno, NV	2		—	(2)		8,904		45,114		54,018		770		8,904		45,884		54,788		(6,881)	8/05/2019	1-40
I-80 Distribution Center in Reno, NV	4		—	(1)		11,645		60,364		72,009		1,891		11,645		62,255		73,900		(9,904)	9/04/2019	1-40
Avenue B Industrial Center in Bethlehem, PA	1		—			2,190		4,923		7,113		108		2,190		5,031		7,221		(1,345)	9/11/2019	1-20
485 Distribution Center in Shiremanstown, PA	1		—	(4)		6,145		36,914		43,059		206		6,145		37,120		43,265		(5,412)	9/13/2019	1-40
Weston Business Center in Weston, FL	1		—			14,627		17,784		32,411		199		14,627		17,983		32,610		(3,520)	12/10/2019	1-20
Marigold Distribution Center in Redlands, CA	1		—			15,660		24,075		39,735		1,820		15,660		25,895		41,555		(5,594)	12/20/2019	1-30
Bishops Gate Distribution Center in Mount Laurel, NJ	1		—	(3)		6,018		26,208		32,226		1,036		6,018		27,244		33,262		(5,478)	12/31/2019	1-20
Norcross Industrial Center in Peachtree Corner, GA	1		—			3,220		6,285		9,505		7,884		3,220		14,169		17,389		(1,173)	3/23/2020	1-20
Port 146 Distribution Center in LaPorte, TX	1		—			1,748		7,823		9,571		2,369		1,748		10,192		11,940		(634)	4/14/2020	1-40
Lima Distribution Center in Denver, CO	1		—			1,853		9,769		11,622		212		1,853		9,981		11,834		(1,986)	4/15/2020	1-20
Valwood Crossroads in Carrollton, TX	2		—	(4)		12,457		57,542		69,999		123		12,457		57,665		70,122		(7,196)	5/11/2020	1-40
Eaglepoint LC in Brownsburg, IN	1		—			3,598		36,618		40,216		51		3,598		36,669		40,267		(5,066)	5/26/2020	1-40
7A DC II in Robbinsville Township, NJ	1		—	(3)		6,235		16,983		23,218		538		6,235		17,521		23,756		(2,807)	5/27/2020	1-20
Legacy Logistics Center in Salt Lake City, UT	1		—	(1)		5,590		34,128		39,718		1,982		5,590		36,110		41,700		(4,458)	6/3/2020	1-40
Logistics Center at 33 in Easton, PA	1		—	(4)		8,983		54,302		63,285		50		8,983		54,352		63,335		(6,972)	6/4/2020	1-40
Intermodal Logistics Center in Fort Worth, TX	1		—			5,191		23,437		28,628		177		5,191		23,614		28,805		(2,497)	6/29/2020	1-40
Executive Airport Distribution Center II, III in Henderson, NV	2		—			7,852		25,348		33,200		4,144		7,852		29,492		37,344		(1,639)	9/3/2020	1-40
Airpark International Logistics Center in Hebron, KY	2		—			2,371		27,830		30,201		375		2,371		28,205		30,576		(2,610)	10/9/2020	1-40
Carlstadt Industrial Center in Carlstadt, NJ	2		—	(3)		16,989		20,541		37,530		1,050		16,989		21,591		38,580		(3,890)	11/10/2020	1-20
Nelson Industrial Center in La Puente, CA	1		—			3,943		5,089		9,032		115		3,943		5,204		9,147		(967)	12/7/2020	1-40
Miraloma Industrial Center in Placentia, CA	1		—			4,843		4,655		9,498		59		4,843		4,714		9,557		(940)	12/10/2020	1-20
Pennsy Logistics Center in Landover, MD	2		—	(3)		8,273		51,824		60,097		95		8,273		51,919		60,192		(5,335)	12/18/2020	1-30
Gerwig Distribution Center in Columbia, MD	1		—			8,069		11,205		19,274		360		8,069		11,565		19,634		(1,489)	1/8/2021	1-20
Harvill Business Center in Perris, CA	1		—	(4)		14,098		46,490		60,588		41		14,098		46,531		60,629		(3,748)	3/10/2021	1-40
Princess Logistics Center in Lawrenceville, NJ	1		—	(4)		10,883		63,192		74,075		1,232		10,883		64,424		75,307		(3,862)	4/12/2021	1-40
Rancho Cucamonga Business Center in Rancho Cucamonga, CA	1		—			8,185		16,439		24,624		59		8,185		16,498		24,683		(1,781)	5/28/2021	1-30
Norton Distribution Center in Norton, MA	1		—			4,350		28,063		32,413		189		4,350		28,252		32,602		(2,926)	6/1/2021	1-20
Build-To-Core Logistics Portfolio in Austin, TX	5		—	(5)		11,918		42,446		54,364		1,298		11,918		43,744		55,662		(4,698)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Hayward, CA	1		—	(5)		39,357		91,117		130,474		(196)		39,357		90,921		130,278		(4,812)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in LaPorte, TX	1		—			1,998		15,261		17,259		499		1,998		15,760		17,758		(1,084)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Lehigh Valley, PA	1		—			14,522		49,076		63,598		2,008		14,522		51,084		65,606		(3,077)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Lodi, NJ	2		—	(4)		18,545		78,491		97,036		520		18,545		79,011		97,556		(4,001)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Rancho Cucamonga, CA	1		—	(4)		26,126		71,385		97,511		(81)		26,126		71,304		97,430		(5,315)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Richmond, CA	1		—			6,954		33,862		40,816		1,250		6,954		35,112		42,066		(1,762)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in San Diego, CA	2		—	(5)		7,999		34,888		42,887		65		7,999		34,953		42,952		(2,253)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in San Jose, CA	1		—			9,799		23,467		33,266		370		9,799		23,837		33,636		(1,301)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Suwanee, GA	4		—	(5)		5,612		65,492		71,104		2,073		5,612		67,565		73,177		(7,760)	6/15/2021	1-20
Build-To-Core Logistics Portfolio in Tacoma, WA	2		—	(2)		29,942		144,714		174,656		1,205		29,942		145,919		175,861		(9,050)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Tracy, CA	1		—	(5)		3,564		50,196		53,760		1		3,564		50,197		53,761		(2,839)	6/15/2021	1-40
Benchmark Distribution Center in Houston, TX	1		—			4,809		14,842		19,651		1,186		4,809		16,028		20,837		(1,124)	6/18/2021	1-40
Key Logistics Portfolio in Allentown, PA	1		—			2,876		15,208		18,084		262		2,876		15,470		18,346		(1,434)	7/14/2021	1-20
Key Logistics Portfolio in Auburn, WA	3		—			7,822		34,089		41,911		718		7,822		34,807		42,629		(2,891)	7/14/2021	1-30
Key Logistics Portfolio in Aurora, CO	1		—			1,818		9,147		10,965		—		1,818		9,147		10,965		(916)	7/14/2021	1-20
Key Logistics Portfolio in Boca Raton, FL	1		—			4,959		8,586		13,545		4		4,959		8,590		13,549		(1,180)	7/14/2021	1-20
Key Logistics Portfolio in Glen Burnie, MD	1		—	(3)		2,545		17,976		20,521		1		2,545		17,977		20,522		(2,144)	7/14/2021	1-20
Key Logistics Portfolio in Kent, WA	4		—			11,478		27,605		39,083		451		11,478		28,056		39,534		(3,108)	7/14/2021	1-20
Key Logistics Portfolio in King of Prussia, PA	2		—	(3)		4,120		17,984		22,104		(1)		4,120		17,983		22,103		(2,050)	7/14/2021	1-20
Key Logistics Portfolio in Lanham, MD	1		—	(3)		3,979		18,147		22,126		671		3,979		18,818		22,797		(1,329)	7/14/2021	1-40
Key Logistics Portfolio in Lincolnshire, IL	1		—			1,695		11,939		13,634		58		1,695		11,997		13,692		(868)	7/14/2021	1-30
Key Logistics Portfolio in Louisville, KY	5		—			8,248		117,907		126,155		209		8,248		118,116		126,364		(11,059)	7/14/2021	1-30
Key Logistics Portfolio in Mechanicsburg, PA	1		—			2,205		11,882		14,087		1		2,205		11,883		14,088		(1,208)	7/14/2021	1-20
Key Logistics Portfolio in Memphis, TN	6		—			6,873		103,715		110,588		1,229		6,873		104,944		111,817		(13,047)	7/14/2021	1-20
Key Logistics Portfolio in Olive Branch, MS	1		—			2,656		29,453		32,109		89		2,656		29,542		32,198		(2,178)	7/14/2021	1-30
Key Logistics Portfolio in Ontario, CA	3		—			13,418		38,965		52,383		185		13,418		39,150		52,568		(4,081)	7/14/2021	1-20
Key Logistics Portfolio in Pompano Beach, FL	2		—			4,431		10,992		15,423		357		4,431		11,349		15,780		(1,101)	7/14/2021	1-20
Key Logistics Portfolio in Renton, WA	1		—			4,745		13,612		18,357		(1)		4,745		13,611		18,356		(1,375)	7/14/2021	1-20
Key Logistics Portfolio in Salt Lake City, UT	2		—			5,966		53,720		59,686		372		5,966		54,092		60,058		(5,320)	7/14/2021	1-20
Key Logistics Portfolio in Stockton, CA	4		—	(4)		15,700		73,083		88,783		914		15,700		73,997		89,697		(8,184)	7/14/2021	1-30
Key Logistics Portfolio in Tacoma, WA	1		—			3,844		6,354		10,198		189		3,844		6,543		10,387		(590)	7/14/2021	1-20
Key Logistics Portfolio in Totowa, NJ	1		—	(3)		11,530		46,672		58,202		955		11,530		47,627		59,157		(4,252)	7/14/2021	1-20
Key Logistics Portfolio in Tracy, CA	2		—			11,240		47,595		58,835		1,327		11,240		48,922		60,162		(4,800)	7/14/2021	1-20
Key Logistics Portfolio in Upper Marlboro, MD	1		—			2,206		4,926		7,132		633		2,206		5,559		7,765		(334)	7/14/2021	1-30
Key Logistics Portfolio in Valencia, CA	1		—			6,555		11,619		18,174		22		6,555		11,641		18,196		(775)	7/14/2021	1-30
Key Logistics Portfolio in Wayne, NJ	1		—	(3)		5,800		13,770		19,570		256		5,800		14,026		19,826		(1,163)	7/14/2021	1-20
Key Logistics Portfolio in York, PA	1		—	(4)		4,645		20,466		25,111		—		4,645		20,466		25,111		(2,279)	7/14/2021	1-20

129

											Costs								Accumulated
											Capitalized or		Gross Amount Carried as of						Depreciation
					Initial Cost to Company						Adjustments		December 31, 2022						and			Depreciable
	# of						Buildings and		Total		Subsequent to				Buildings and		Total		Amortization		Acquisition	Life
($ in thousands)	Buildings	Debt			Land		Improvements (6)		Costs		Acquisition		Land		Improvements (6)		Costs (7), (8)		(8)		Date	(Years)
Stonewood Logistics Center in York, PA	1		—			1,193		18,150		19,343		1,471		1,193		19,621		20,814		(935)	7/16/2021	1-40
Heron Industrial Center in Swedesboro, NJ	1		—			5,622		20,377		25,999		183		5,622		20,560		26,182		(2,468)	7/21/2021	1-20
Colony Crossing Logistics Portfolio in Houston, TX	2		—			5,258		16,311		21,569		381		5,258		16,692		21,950		(2,047)	8/17/2021	1-30
Harvill Industrial Center in Riverside, CA	—		—			7,532		—		7,532		1,417		7,782		1,167		8,949		—	8/23/2021	1-40
Commerce Farms Logistics Center in Lebanon, TN	1		—			3,117		60,704		63,821		607		3,117		61,311		64,428		(4,853)	8/25/2021	1-40
North County Commerce Center in Vista, CA	5		—	(2)		42,171		104,961		147,132		641		42,171		105,602		147,773		(9,215)	8/30/2021	1-20
Performance Distribution Center in Stockton, CA	1		—	(2)		9,733		19,799		29,532		14		9,733		19,813		29,546		(1,181)	9/7/2021	1-40
Madison Distribution Center in Tampa, FL	1		—			766		12,236		13,002		9		766		12,245		13,011		(747)	9/17/2021	1-30
355 Logistics Center in Lockport, IL	2		—			3,360		62,062		65,422		1,808		3,360		63,870		67,230		(3,756)	10/1/2021	1-40
1 Stanley Drive in Aston, PA	1		—	(4)		1,265		20,974		22,239		98		1,265		21,072		22,337		(1,168)	10/6/2021	1-30
Gilbert Gateway Commerce Park in Gilbert, AZ	3		—	(2)		8,129		80,026		88,155		2,694		8,129		82,720		90,849		(4,114)	10/6/2021	1-40
California Business Center in Salt Lake City, UT	2		—			4,780		26,290		31,070		295		4,780		26,585		31,365		(2,915)	10/21/2021	1-20
Molto Portfolio in Aurora, IL	1		—			5,169		32,432		37,601		787		5,169		33,219		38,388		(1,492)	11/17/2021	1-40
Molto Portfolio in Hebron, KY	1		—			1,857		20,674		22,531		1		1,857		20,675		22,532		(834)	11/17/2021	1-40
Molto Portfolio in Houston, TX	2		—			7,370		70,096		77,466		1,533		7,370		71,629		78,999		(3,222)	11/17/2021	1-40
Molto Portfolio in La Vergne, TN	1		—			3,696		23,720		27,416		1		3,696		23,721		27,417		(1,110)	11/17/2021	1-40
Molto Portfolio in Louisville, KY	1		—			3,755		36,195		39,950		307		3,755		36,502		40,257		(1,679)	11/17/2021	1-40
Walker Mill Industrial Center in Capitol Heights, MD	1		—	(3)		2,908		14,297		17,205		29		2,908		14,326		17,234		(960)	11/18/2021	1-20
Greater Boston Portfolio in Danvers, MA	1		—			4,176		16,169		20,345		33		4,176		16,202		20,378		(1,347)	11/22/2021	1-20
Greater Boston Portfolio in Franklin, MA	1		—			2,646		14,367		17,013		250		2,646		14,617		17,263		(1,027)	11/22/2021	1-20
McDonald Portfolio in Alpharetta, GA	4		—			4,228		49,773		54,001		2,163		4,228		51,936		56,164		(3,308)	12/16/2021	1-20
McDonald Portfolio in Atlanta, GA	6		—			10,312		192,196		202,508		1,454		10,312		193,650		203,962		(12,670)	12/16/2021	1-40
McDonald Portfolio in Ellenwood, GA	2		—			4,808		72,142		76,950		642		4,808		72,784		77,592		(4,143)	12/16/2021	1-30
McDonald Portfolio in Savannah, GA	2		—			5,862		56,433		62,295		123		5,862		56,556		62,418		(3,048)	12/16/2021	1-30
Riggs Hill Industrial Center in Jessup, MD	1		—			827		4,832		5,659		77		827		4,909		5,736		(441)	12/17/2021	1-20
Valwood Industrial Center in Carrollton, TX	4		—			12,755		30,377		43,132		786		12,755		31,163		43,918		(2,183)	12/17/2021	1-20
Port Crossing Logistics Center in LaPorte, TX	1		—			2,518		29,476		31,994		88		2,518		29,564		32,082		(1,280)	12/21/2021	1-30
Hainesport Commerce Center in Hainesport, NJ	1		—			19,042		113,768		132,810		997		19,042		114,765		133,807		(4,025)	12/21/2021	1-40
Beltway Logistics Center in Charlotte, NC	1		—			4,726		23,327		28,053		133		4,726		23,460		28,186		(831)	12/22/2021	1-40
Clackamas Industrial Center in Clackamas, OR	1		—			9,623		41,551		51,174		12		9,623		41,563		51,186		(4,007)	12/23/2021	1-20
Build-to-Core II Logistics Portfolio in Aurora, IL	1		—			3,187		21,354		24,541		210		3,187		21,564		24,751		(962)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Avenel, NJ	1		—			20,489		22,267		42,756		49		20,489		22,316		42,805		(745)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Lakewood, WA	3		—			30,833		149,703		180,536		2,548		30,837		152,247		183,084		(5,198)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Mount Prospect, IL	1		—			3,725		20,434		24,159		28		3,725		20,462		24,187		(716)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Naperville, IL	1		—			1,951		16,137		18,088		589		1,951		16,726		18,677		(615)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Newark, NJ	-		—			25,879		1,634		27,513		15,262		25,879		16,896		42,775		—	2/15/2022	-
Build-to-Core II Logistics Portfolio in Schertz, TX	1		—			503		9,177		9,680		101		503		9,278		9,781		(593)	2/15/2022	1-30
Build-to-Core II Logistics Portfolio in Tualatin, OR	1		—			4,231		27,698		31,929		(93)		4,102		27,734		31,836		(1,015)	2/15/2022	1-40
Northlake Logistics Crossing in Northlake, TX	-		—			21,569		—		21,569		92,305		21,569		92,305		113,874		—	2/17/2022	-
Tampa Commerce Center in Temple Terrace, FL	-		—			6,270		—		6,270		16,778		6,270		16,778		23,048		—	4/1/2022, 5/25/2022	-
Medley 104 Industrial Center in Medley, FL	1		—			13,436		40,234		53,670		38		13,436		40,272		53,708		(1,862)	4/18/2022	1-20
IDI U.S. Logistics Portfolio in Buford, GA	1		—			2,962		18,213		21,175		3		2,962		18,216		21,178		(427)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Channahon, IL	1		—			8,940		93,938		102,878		349		8,940		94,287		103,227		(1,648)	7/6/2022	1-40
IDI U.S. Logistics Portfolio in Jefferson, GA	1		—			6,798		83,287		90,085		1		6,798		83,288		90,086		(3,069)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Fort Worth, TX	1		—			4,254		42,904		47,158		2		4,254		42,906		47,160		(1,131)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Garland, TX	1		—			4,711		59,177		63,888		2		4,711		59,179		63,890		(1,627)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Indianapolis, IN	1		—			5,104		63,962		69,066		836		5,104		64,798		69,902		(1,952)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Southhaven, MS	1		—			2,082		23,638		25,720		—		2,082		23,638		25,720		(675)	4/28/2022	1-40
Chicago Growth Portfolio in Bolingbrook, IL	2		—			2,354		22,921		25,275		50		2,354		22,971		25,325		(1,001)	5/9/20222	1-20
Chicago Growth Portfolio in Chicago, IL	1		—			3,326		28,536		31,862		—		3,326		28,536		31,862		(1,707)	5/9/20222	1-20
Chicago Growth Portfolio in Elgin, IL	4		—			4,911		34,448		39,359		115		4,911		34,563		39,474		(1,824)	5/9/20222	1-30
Chicago Growth Portfolio in Lemont, IL	2		—			2,387		20,705		23,092		133		2,387		20,838		23,225		(1,009)	5/9/20222	1-20
Chicago Growth Portfolio in Libertyville, IL	4		—			4,732		46,322		51,054		434		4,732		46,756		51,488		(2,215)	5/9/20222	1-30
Chicago Growth Portfolio in Romeoville, IL	1		—			1,049		10,444		11,493		2		1,049		10,446		11,495		(521)	5/9/20222	1-20
4 Studebaker Commerce Center in Irvine, CA	1		—			9,334		23,854		33,188		58		9,334		23,912		33,246		(1,209)	5/12/2022	1-20
Southeast Orlando Portfolio in Kissimmee, FL	1		—			—		20,468		20,468		267		—		20,735		20,735		(837)	5/19/2022	1-20
Southeast Orlando Portfolio in Orlando, FL	4		—			23,658		94,414		118,072		122		23,658		94,536		118,194		(4,322)	5/19/2022	1-20
I-465 East Logistics Center in Indianapolis, IN	1		—			2,097		16,826		18,923		103		2,097		16,929		19,026		(468)	5/26/2022	1-40
Industry Commerce Center in City of Industry, CA	1		—			12,157		39,929		52,086		69		12,157		39,998		52,155		(2,253)	6/2/2022	1-20
County Line Corporate Park in Hialeah, FL	1		—			34,850		27,230		62,080		57,092		34,850		84,322		119,172		—	6/8/2022	-
Robbinsville Distribution Center in Robbinsville, NJ	-		—			364		—		364		2,187		1,853		698		2,551		—	6/10/2022	-
Innovation I & II Corporate Park in New Albany, OH	2		—			5,807		58,132		63,939		76		5,807		58,208		64,015		(1,417)	6/17/2022	1-40
IDI 2022 National Portfolio in Bolingbrook, IL	2		—			13,054		94,917		107,971		3		13,054		94,920		107,974		(2,185)	6/22/2022	1-40
IDI 2022 National Portfolio in Mesquite, TX	1		—			2,930		24,934		27,864		239		2,930		25,173		28,103		(571)	6/22/2022	1-30
IDI 2022 National Portfolio in Monroe, OH	1		—			7,309		42,003		49,312		1		7,309		42,004		49,313		(1,439)	6/22/2022	1-30
IDI 2022 National Portfolio in Olive Branch, MS	2		—			6,983		54,643		61,626		9		6,983		54,652		61,635		(1,498)	6/22/2022	1-30
I-80 Logistics Park in Wayne, NJ	1		—			16,924		121,606		138,530		182		16,924		121,788		138,712		(4,499)	6/29/2022	1-20
Commonwealth Logistics Center in Jacksonville, FL	-		—			8,927		—		8,927		18,521		8,927		18,521		27,448		—	6/30/2022	-
County Line Corporate Park II in Hileah, FL	1		—			36,050		46,428		82,478		8,985		36,050		55,413		91,463		—	12/28/2022	1-40
Total	243	$	1,613,970		$	1,288,105	$	5,469,961	$	6,758,066	$	299,947	$	1,284,003	$	5,774,010	$	7,058,013	$	(454,273)

(1) These properties include a $118.5 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the eight collateralized buildings. The mortgage note has a maturity date of November 1, 2027 and an interest rate of 2.90%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(2) These properties include a $408.0 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 15 collateralized buildings. The mortgage note has an initial maturity date of January 5, 2025 and the interest rate is calculated based on Adjusted SOFR plus a margin of 1.65%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(3) These properties include a $367.8 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 23 collateralized buildings. The mortgage note has an initial maturity date of July 15, 2025 and the interest rate is calculated based on Adjusted SOFR plus a margin of 1.85%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(4) These properties include a $461.1 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 12 collateralized buildings. The mortgage note has a maturity date of January 1, 2029 and an interest rate of 2.85%. See “Note 5 to the Consolidated Financial Statements” for more detail.

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(5) These properties include a $209.3 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 13 collateralized buildings. The mortgage note has an initial maturity date of July 16, 2025 and the interest rate is calculated based on Adjusted SOFR plus a margin of 1.50%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(6) Includes site improvements as well as gross intangible lease assets of $479.5 million and gross intangible lease liabilities of ($129.8) million.

(7) As of December 31, 2022, the aggregate cost for federal income tax purposes of investments in property was $5.3 billion (unaudited).

(8) A summary of activity for investment in real estate properties is as follows:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Investment in real estate properties:
Balance at beginning of period	$	4,916,055	$	1,377,912	$	891,170
Acquisition of properties		1,888,644		3,507,041		475,320
Improvements		253,314		31,102		11,451
Write-off of intangibles and customer leasing costs		—		—		(29)
Balance at end of period	$	7,058,013	$	4,916,055	$	1,377,912
Accumulated depreciation and amortization:
Balance at beginning of period	$	(186,269)	$	(72,924)	$	(25,988)
Additions charged to costs and expenses		(268,004)		(113,345)		(46,965)
Write-off of intangibles and customer leasing costs		—		—		29
Balance at end of period	$	(454,273)	$	(186,269)	$	(72,924)

ITEM 16.        SUMMARY OF FORM 10-K

See the “Table of Contents” for a summary of information included in this Form 10-K. The information required by this Part III will be included in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on March 20, 2023.

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.
By:	/s/ JEFFREY W. TAYLOR
	Jeffrey W. Taylor Partner, Co-President (Principal Executive Officer)
By:	/s/ SCOTT A. SEAGER
	Scott A. Seager Managing Director, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey W. Taylor, Scott A. Seager and Joshua J. Widoff (with full power to act alone), as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.

Signature	Title	Date
/S/ WILLIAM S. BENJAMIN	Co-Chairman of the Board of Directors	March 20, 2023
William S. Benjamin
/s/ DWIGHT L. MERRIMAN III	Co-Chairman of the Board of Directors	March 20, 2023
Dwight L. Merriman III
/S/ MARSHALL M. BURTON	Director	March 20, 2023
Marshall M. Burton
/S/ RAJAT DHANDA	Director	March 20, 2023
Rajat Dhanda
/S/ CHARLES B. DUKE	Director	March 20, 2023
Charles B. Duke
/S/ JOHN S. HAGESTAD	Director	March 20, 2023
John S. Hagestad
/S/ STANLEY A. MOORE	Director	March 20, 2023
Stanley A. Moore
/s/ JEFFREY W. TAYLOR	Partner, Co-President	March 20, 2023
Jeffrey W. Taylor	(Principal Executive Officer)
/S/ SCOTT A. SEAGER	Managing Director, Chief Financial Officer and Treasurer	March 20, 2023
Scott A. Seager	(Principal Financial Officer and Principal Accounting Officer)

132

EX-3.4

Exhibit 3.4

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

Fifth AMENDED AND RESTATED BYLAWS

ARTICLE I OFFICES

Section1. PRINCIPAL OFFICE.The principal office of Ares Industrial Real Estate Income Trust Inc. (the“Corporation”)intheStateofMarylandshallbelocatedatsuchplaceastheBoardofDirectors maydesignate.

Section2. ADDITIONAL OFFICES.The Corporation may have additional offices, including aprincipalexecutiveoffice,at suchplacesastheBoardofDirectorsmayfromtimetotime determineorthebusinessofthe Corporationmayrequire.

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 1. PLACE.All meetings of stockholders shall be held at the principal executive office ofthe Corporation or at such other place as shall be set by the Board of Directors and stated in the notice of themeeting.

Section 2.ANNUAL MEETING. AnannualmeetingofthestockholdersfortheelectionofdirectorsandthetransactionofanybusinesswithinthepowersoftheCorporationshallbeheldonthedateandatthetime set bytheBoardofDirectors. The annual meeting will be held upon reasonable notice and within a reasonable period (but not less than 30 days) following delivery of the annual report.

Section 3.SPECIAL MEETINGS. The president, the chief executive officer, the chairman of theboard,amajorityoftheBoardofDirectorsoramajorityoftheIndependentDirectors(asdefinedinthecharterofthe Corporation (the “Charter”)) may call a special meeting of the stockholders. A special meeting of stockholdersshall also be called by the secretary of the Corporation upon the written request of the holders of shares entitled tocast not less than ten percent of all the votes entitled to be cast at such meeting. The written request must state thepurpose of such meeting and the matters proposed to be acted on at such meeting. Within ten days after receipt ofsuch written request, either in person or by mail, the secretary of the Corporation shall provide all stockholders withwritten notice, either in person or by mail, of such meeting and the purpose of such meeting. Notwithstandinganything to the contrary herein, such meeting shall be held not less than 15 days nor more than 60 days after thesecretary’s delivery of such notice. Subject to the foregoing sentence, such meeting shall be held at the time andplace specified in the stockholder request; provided, however, that if none is so specified, such meeting shall be heldata time andplaceconvenienttothe stockholders.

Section 4.NOTICE.Except as provided otherwise in Section 3 of this Article II, not less than tennor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled tovote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice inwritingorbyelectronictransmissionstatingthetimeandplaceofthemeetingand,inthecaseofaspecialmeetingor as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any othermeans (including, without limitation, electronic transmission) permitted by Maryland law. If mailed, such noticeshallbedeemedtobegivenwhendepositedintheUnitedStatesmailaddressedtothestockholderatthestockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmittedelectronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronictransmission to any address or number of the stockholder at which the stockholder receives electronic transmissions.A single notice to all stockholders who share an address shall be effective as to any stockholder at such address whoconsents to such notice or after having been notified of the Corporation’s intent to give a single notice fails to objectin writing to such single notice within 60 days. Failure to give notice of any meeting to one or more stockholders, orany irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II, orthevalidityofanyproceedingsat anysuchmeeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at anannual meeting of stockholders without being specifically designated in the notice, except such business as isrequiredby anystatutetobestatedinsuchnotice.Nobusinessshallbetransactedataspecialmeetingofstockholders except

1

as specifically designated in the notice. The Corporation may postpone or cancel a meeting ofstockholdersbymakingapublicannouncement(asdefinedinSection 11(c)(4)ofthisArticleII)ofsuchpostponement or cancellation prior to the meeting. Notice of the date to which the meeting is postponed shall begivennotlessthantendaysprior to suchdateand otherwiseinthemanner setforthinthisSection4.

Section 5.ORGANIZATION AND CONDUCT.Everymeetingofstockholdersshallbeconducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence ofsuch appointment, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairmanof the board, by one of the following officers present at the meeting in the following order: the vice chairman of theboard, if there is one, the president, the vice presidents in their order of rank and seniority, the secretary, or, in theabsence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast bystockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or inthe absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, intheabsenceofsuchappointment,anindividualappointedbythechairmanofthemeetingshallactassecretary.Inthe event that the secretary presides at a meeting of the stockholders, an assistant secretary, or in the absence ofassistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall recordthe minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholdersshall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules,regulations and procedures and take such action as, in the discretion of the chairman and without any action by thestockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restrictingadmissiontothetimesetforthecommencementofthemeeting;(b) limitingattendanceatthemeetingtostockholdersofrecordoftheCorporation,theirdulyauthorizedproxiesandothersuchindividualsasthechairmanof the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of theCorporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairmanofthemeetingmaydetermine;(d)limitingthetimeallottedtoquestionsorcommentsbyparticipants; (e) determiningwhenandforhowlongthepollsshouldbeopenedandwhenthepollsshouldbeclosed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refusesto comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding ameeting or recessingor adjourningthemeetingtoa later dateand timeand ataplace announcedatthemeeting; and (i) complying with any stateand local laws and regulations concerning safety and security. Unless otherwisedetermined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordancewiththe rulesofparliamentaryprocedure.

Section 6.QUORUM.At any meeting of stockholders, the presence in person or by proxy ofstockholders entitled to cast at least 50% of all the outstanding shares entitled to vote at such meeting on any mattershall constitute a quorum; but this section shall not affect any requirement under any statute or the Charter for thevote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of thestockholders, the chairman of the meeting may adjourn the meeting from time to time to a date not more than 120days aftertheoriginalrecorddatewithoutnoticeotherthan announcementatthemeeting.Atsuch adjournedmeeting at which a quorum shall be present, any business may be transacted which might have been transacted at themeetingasoriginallynotified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and atwhichaquorumwasestablished,maycontinuetotransactbusinessuntiladjournment,notwithstandingthewithdrawalofenough stockholdersto leavefewer thanwererequired to establishaquorum.

Section 7.VOTING.TheholdersofamajorityoftheoutstandingsharesofstockoftheCorporation entitledtovotewhoarepresentin person orby proxy atan annualmeeting atwhich aquorum ispresent may, without the necessity for concurrence by the Board of Directors, vote to elect a director. Each sharemay be voted for as many individuals as there are directors to be elected and for whose election the share is entitledto be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is presentshall be sufficient to approve any other matter which may properly come before the meeting, unless more than amajority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by theCharter,eachoutstandingshare,regardlessofclass,shallbeentitledtoonevoteoneachmattersubmittedtoavote atameetingofstockholders.Votingonanyquestionorinanyelectionmaybeviva voceunlessthechairmanofthemeeting shall orderthat votingbe byballot.

Section 8. PROXIES.A stockholder may cast the votes entitled to be cast by the holder of theshares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by thestockholder’sdulyauthorizedagentinanymannerpermittedbylaw.Suchproxyorevidenceofauthorizationofsuch proxy shall be filedwith the secretary of the Corporation before or at the meeting.Noproxy shall be validmorethaneleven

2

monthsafteritsdateunlessotherwiseprovidedinthe proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS.Stock of the Corporation registeredin the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the presidentor a vice president, a general partner or a trustee thereof, as the case may be, or a proxy appointed by any of theforegoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or aresolution of the governing body of such corporation or other entity or agreement of the partners of a partnershippresents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock.Any trustee or other fiduciary may vote stock registered in his or her name in his or her capacity as such fiduciary,either inpersonorbyproxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meetingand shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time,unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted indeterminingthe totalnumberofoutstandingsharesat anygiventime.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify inwriting to the Corporation that any shares of stock registered in the name of the stockholder are held for the accountof a specified person other than the stockholder. The resolution shall set forth the class of stockholders who maymake the certification, the purpose for which the certification may be made, the form of certification and theinformation to be contained in it; if the certification is with respect to a record date, the time after the record datewithin which the certification must be received by the Corporation; and any other provisions with respect to theprocedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the personspecified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder ofrecordofthe specified stockinplace ofthestockholderwho makesthecertification.

Section 10.INSPECTORS.The Board of Directors or the chairman of the meeting may appoint,before or at the meeting, one or more inspectors for the meeting and any successor thereto. The inspectors, if any,shall (a) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validityand effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chairmanofthemeeting,(d)hearanddetermineallchallengesandquestionsarisinginconnectionwiththerighttovote,and (e) dosuchactsasarepropertofairlyconducttheelectionorvote.Eachsuchreportshallbeinwritingandsignedby him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is morethan one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector orinspectors on the number of shares represented at the meeting and the results of the voting shall be prima facieevidencethereof.

Section11.ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND

OTHER STOCKHOLDER PROPOSALS.

(a) Annual Meetings of Stockholders.

(1)Nominationsof individualsforelectiontotheBoardof Directorsandtheproposalofotherbusinesstobeconsideredbythestockholdersmaybemadeatanannualmeetingofstockholders

(i)pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by anystockholder of the Corporation whowas a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by thestockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at themeeting in the election of each individual so nominated or on any such other business and who has complied withthisSection11(a).

(2)Fornominationsorotherbusinesstobeproperlybroughtbeforeanannualmeetingbyastockholderpursuanttoclause(iii)ofparagraph(a)(1)ofthisSection11,thestockholdermusthave

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Exhibit 3.4

giventimelynoticethereofinwritingtothesecretary oftheCorporationandsuchotherbusinessmustotherwisebea proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information and certifications required under this Section 11 and shall be delivered to the secretary at the principal executive office of theCorporation not earlier than the 150thday nor later than 5:00 p.m., Mountain Time, on the 120thday prior to the firstanniversary of the date of the mailing of the proxy statement for the preceding year’s annual meeting; provided,however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from thefirstanniversaryofthedateoftheprecedingyear’sannualmeeting, in order for noticebythestockholdertobetimely, such noticemustbeso delivered not earlier than the 150thday prior to the date of such annual meeting and not later than 5:00 p.m.,Mountain Time, on the later of the 120thday prior to the date of such annual meeting or the tenth day following theday on which public announcement of the date of such meeting is first made. The public announcement of apostponement or adjournment of an annual meeting shall not commence a new time period for the giving of astockholder’snotice asdescribedabove.

(3) Suchstockholder’snoticeshallsetforth:

(i)as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any shares of stock of the Corporation that are beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii)as to any business that the stockholder proposes to bring before themeeting, (A) adescriptionofsuchbusiness (including the text of any proposal),thestockholder’sreasonsforproposingsuchbusinessatthemeetingandany material interest in such business of such stockholder or any Stockholder Associated Person (as defined below),individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder AssociatedPersontherefrom and (B) any other information relating to such business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Regulation 14A (or any successor provision) of the Exchange Act;

(iii)astothestockholdergivingthenotice,anyProposedNomineeand anyStockholderAssociatedPerson,

(A)the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person and the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person;

(B)thenomineeholderfor,andnumberof,anyCompanySecurities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder AssociatedPerson;

(C)whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph in the most recent annual report to security holders of the Corporation (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and

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(D)any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv)as to the stockholder giving the notice, any Stockholder AssociatedPerson with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) andanyProposedNominee,

(A)the name and address of such stockholder, as they appear onthe Corporation’s stock ledger, and the current name and address, if different, of each such StockholderAssociated PersonandanyProposedNomineeand

(B)theinvestmentstrategyorobjective,ifany,ofsuchstockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus,offering memorandum or similar document, if any, provided to investors or potential investors in such stockholderand eachsuchStockholderAssociated Person;

(v)the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal;

(vi)to the extent known by the stockholder giving the notice, the nameandaddressofanyotherpersonsupportingthenomineeforelectionorreelectionasadirectorortheproposalofotherbusiness;

(vii)if the stockholder is proposing one or more Proposed Nominees, a representation that such stockholder, any Proposed Nominee or any Stockholder Associated Person intends or is part of a group which intends to solicit the holders of shares of stock of the Corporation representing at least 67% of the voting power of shares of stock entitled to vote on the election of directors in support of each Proposed Nominee in accordance with Rule 14a-19 of the Exchange Act; and

(viii)all other information regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be disclosed by the stockholder in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by:

(i)a written undertaking executed by the Proposed Nominee

(A)certifying that such Proposed Nominee (I) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, (II) will serve as a director of the Corporation if elected and will notify the Corporation simultaneously with any notification to the stockholder of the Proposed Nominee’s actual or potential unwillingness or inability to serve as a director and (III) does not need any permission or consent from any third party (including any employer or any other board or governing body on which such Proposed Nominee serves) to serve as a director of the Corporation, if elected, that has not been obtained;

(B)attaching copies of any and all requisite permissions or consents; and

(C)attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request by the stockholder providing the notice, and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an

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election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded); and

(ii)a certificate executed by the stockholder certifying that such stockholder will

(A)comply with Rule 14a-19 promulgated under the Exchange Act in connection with such stockholder’s solicitation of proxies in support of any Proposed Nominee;

(B)notify the Corporation as promptly as practicable of any determination by the stockholder to no longer solicit proxies for the election of any Proposed Nominee as a director at the annual meeting;

(C)furnish such other or additional information as the Corporation may request for the purpose of determining whether the requirements of this Section 11 have been satisfied or of evaluating any nomination or other business described in the stockholder’s notice; and

(D)appear in person or by proxy at the meeting to present each Proposed Nominee or to bring such business before the meeting, as applicable, and acknowledging that, if the stockholder does not so appear in person or by proxy at the meeting to present each Proposed Nominee or bring such business before the meeting, as applicable, the Corporation need not bring such Proposed Nominee or such business for a vote at such meeting and any proxies or votes cast in favor of the election of any Proposed Nominee or any proposal related to such other business need not be counted or considered.

(5)Notwithstandinganythinginthissubsection(a) ofthisSection 11tothecontrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is nopublic announcement of such action at least 130 days prior to the first anniversary of the date of the mailing of theproxy statement for the preceding year’s annual meeting, a stockholder’s notice required by clause (iii) of paragraph (a)(1) of this Section 11 shallalso be considered timely, but only with respect to nominees for any new positions created by such increase, if itshall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m.,Mountain Time, on the tenth day following the day on which such public announcement is first made by theCorporation.

(6)ForpurposesofthisSection 11,“StockholderAssociatedPerson”ofanystockholdermeans (i) any person acting in concertwith such stockholder or another Stockholder Associated Person or who is otherwise a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies,(ii) any beneficial ownerof shares ofstock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is adepositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, is controlledbyor isundercommoncontrolwithsuchstockholder or suchStockholderAssociated Person.

(b)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting and, except as contemplated by and in accordance with the next two sentences of this Section 11(b), no stockholder may nominate an individual for election to the Board of Directors or make a proposal of other business to be considered at a special meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information and certifications required by paragraphs (a)(3) and (4) of this Section 11, shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting

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and not later than 5:00 p.m., Mountain Time on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c) General.

(1)If any information or certification submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders, including any certification from a Proposed Nominee, shall be inaccurate in any material respect, such information or certification may be deemed not to have been provided in accordance with this Section 11.  Any such stockholder shall notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any such information or certification. Upon written request by the secretary or the Board of Directors or any committee thereof, any stockholder proposing a Proposed Nominee or any proposal for other business at a meeting of stockholders or such Proposed Nominee shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, (ii) a written update of any information (including, if requested by the secretary, the Board of Directors or any committee thereof, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting and, if applicable, satisfy the requirements of Rule 14a-19(a)(3) under the Exchange Act) submitted by the stockholder pursuant to this Section 11 as of an earlier date and (iii) an updated certification by each Proposed Nominee that such individual will serve as a director of the Corporation if elected. If a stockholder or Proposed Nominee fails to provide such written verification, update or certification within such period, the information as to which such written verification, update or certification was reasonably requested may be deemed not to have been provided in accordance with this Section 11.

(2)Only such individuals who are nominated in accordance with this Section 11shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting ofstockholders as shall have been brought before the meeting in accordance with this Section 11. A stockholder proposing a Proposed Nominee shall have no right to (i) nominate a number of Proposed Nominees that exceeds the number of directors to be elected at the meeting or (ii) substitute or replace any Proposed Nominee unless such substitute or replacement is nominated in accordance with this Section 11 (including the timely provision of all information and certifications with respect to such substitute or replacement Proposed Nominee in accordance with the deadlines set forth in this Section 11). If the Corporation provides notice to a stockholder that the number of Proposed Nominees proposed by such stockholder exceeds the number of directors to be elected at a meeting, the stockholder must provide written notice to the Corporation within five Business Days stating the names of the Proposed Nominees that have been withdrawn so that the number of Proposed Nominees proposed by such stockholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with this Section 11 becomes unwilling or unable to serve on the Board of Directors, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. The chair of themeeting shall have the power to determinewhether a nomination or any other business proposed to be broughtbefore the meeting was made or proposed, as the case may be, in accordance with this Section 11 and, if any suchnomination or business was not made or proposed in accordance with this Section 11, to declare that such defectivenominationorproposal be disregarded.

(3)Notwithstanding the foregoing provisions of this Section 11, the Corporation shall disregard any proxy authority granted in favor of, or votes for, director nominees other than the Corporation’s nominees if the stockholder or Stockholder Associated Person (each, a “Soliciting Stockholder”) soliciting proxies in support of such director nominees abandons the solicitation or does not (i) comply with Rule 14a-19 promulgated under the Exchange Act, including any failure by the Soliciting Stockholder to (A) provide the Corporation with any notices required thereunder in a timely manner or (B) comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, or (ii) timely provide evidence in accordance with the following sentence that is sufficient, in the discretion of the Board of Directors, to demonstrate that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. Upon request by the Corporation, if any Soliciting Stockholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or is not required to provide notice because the information required by Rule 14a-19(b) has been provided in a preliminary or definitive proxy statement previously filed by such Soliciting Stockholder), such Soliciting Stockholder shall deliver to the Corporation, no later than five Business Days prior to the applicable meeting of stockholders, evidence

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that is sufficient, in the discretion of the Board of Directors, to demonstrate that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act

(4)“Public announcement” shall mean disclosure (i) in a press release reported bythe Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news orwire service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commissionpursuanttothe ExchangeAct.

(5)Notwithstanding the foregoing provisions of this Section 11, a stockholder shallalso comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed toaffect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit aproposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under theExchangeAct.NothinginthisSection11shallrequiredisclosureofrevocableproxiesreceivedbythestockholderorStockholderAssociatedPersonpursuanttoasolicitationofproxiesafterthefilingofaneffectiveSchedule14Abysuchstockholder or Stockholder Associated PersonunderSection14(a) oftheExchangeAct.

(6)Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chair of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12. CONTROL SHARE ACQUISITION ACT.Notwithstanding any other provision ofthe Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) (or anysuccessor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, uponsuch repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control shareacquisition.

ARTICLE III DIRECTORS

Section 1.GENERAL POWERS.The business and affairs of the Corporation shall be managedunder the directionofitsBoardofDirectors.

Section 2.NUMBER, TENURE AND QUALIFICATIONS.At any regular meeting or at anyspecial meeting called for that purpose, a majority of the entire Board of Directors may establish, increase ordecrease the number of directors, provided that the number thereof shall never be less than the minimum numberrequiredby theMGCL (or,upon theCommencement oftheInitial PublicOffering(as definedin theCharter),three), nor more than 15, and further provided that the tenure of office of a director shall not be affected by anydecrease in the number of directors. The foregoing shall be the exclusive means of fixing the number of directors.Any director of theCorporation may resign at any timeby delivering his or her resignation to theBoard ofDirectors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receiptor at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make iteffectiveunlessotherwisestated inthe resignation.

Section 3.ANNUAL AND REGULAR MEETINGS.AnannualmeetingoftheBoardofDirectors shall be held immediately after and at the sameplace as the annualmeeting of stockholders, no noticeother than this Bylaw being necessary. In the event such meeting is not so held, the meetingmay be held at suchtime and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board ofDirectors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetingsofthe Board ofDirectorswithoutothernotice than suchresolution.

Section4.  SPECIAL MEETINGS.SpecialmeetingsoftheBoardofDirectorsmaybecalledbyor at the request of the chairman of the board, the chief executive officer, or the president or by a majority of thedirectors then in office. The person or persons authorized to call special meetings of the Board of Directors may fixany place as the place for holding any special meeting of the Board of Directors called by them. The Board ofDirectorsmay provide, by resolution, thetime andplace fortheholdingofspecialmeetings of the BoardofDirectorswithout othernoticethansuchresolution.

Section 5.NOTICE.Notice of any special meeting of the Board of Directors shall be delivered

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personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director athis or her business or residence address. Notice by personal delivery, telephone, electronicmail or facsimiletransmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at leastthree days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephonenoticeshallbedeemedtobegivenwhenthedirectororhisorheragentispersonallygivensuchnoticeina telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be givenupon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimiletransmission notice shall be deemed to be given upon completion of the transmission of the message to the numbergiven to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by UnitedStates mail shall be deemed to be given when deposited in the United States mail properly addressed, with postagethereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courierproperly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or specialmeeting of the Board of Directors need be stated in thenotice, unless specifically required by statute or theseBylaws.

Section 6.QUORUM.A majority of the directors shall constitute a quorum for transaction ofbusiness at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present atsuch meeting, a majority of the directors present may adjourn the meeting from time to time without further notice,and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority of aparticular group of directors is required for action, a quorum must also include a majority of such group. Thedirectors present at a meeting which has been duly called and at which a quorum was established may continue totransact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leavefewer thanwere requiredto establisha quorum.

Section 7.  VOTING. The action of a majority of the directors present at a meeting at which aquorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion isrequired for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from ameeting to leave fewer than were required to establish a quorum but the meeting is not adjourned, the action of themajority of thatnumber of directors necessary toconstitute a quorum at suchmeetingshall be the action of theBoard of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, theCharter or these Bylaws. On any matterforwhich the Charter requires the approval of the Independent Directors,theaction of amajority of thetotal numberof Independent Directors shall betheaction of theIndependentDirectors.

Section 8.   ORGANIZATION.At each meeting of the Board of Directors, the chairman of theboard or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting.In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence ofthe chief executive officer, the president or in the absence of the president, a director chosen by a majority of thedirectors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretaryof the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by thechairmanofthemeeting, shallact assecretaryofthemeeting.

Section 9.TELEPHONE MEETINGS.Directors may participate in a meeting by means of aconference telephone or other communications equipment if all persons participating in the meeting can hear eachotheratthesametime.Participationinameetingbythesemeansshallconstitutepresenceinpersonatthe meeting.

Section 10.CONSENT BY DIRECTORS WITHOUT A MEETING.Anyactionrequiredorpermitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent inwriting or by electronic transmission to such action is given by each director and is filed with the minutes ofproceedingsofthe BoardofDirectors.

Section 11.VACANCIES.If for any reason any or all of the directors cease to be directors, suchevent shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder.Until such time as the Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board ofDirectorsforany causeotherthananincreaseinthenumberofdirectorsmay befilledby amajority oftheremaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created byan increase in the number of directors may be filled only by the affirmative vote of holders of a majority of theoutstanding shares entitled to vote who are present in person or by proxy at a meeting at which a quorum is present;and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or hersuccessor is electedand qualifies.At such time as the Corporation becomes subject toSection 3-804(c) of theMGCL and except as may be provided by the Board of Directors in setting the terms of any class or series ofpreferred stock, any vacancy on the

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Board of Directors, other than a vacancy created by an increase in the number ofdirectors,maybefilledonlybyamajorityoftheremainingdirectors,eveniftheremainingdirectorsdonot constitute a quorum, and any director elected to fill such a vacancy shall serve for the remainder of the full term ofthe directorship inwhich the vacancy occurred anduntila successor is elected and qualifies;and any vacancycreated by an increase in the number of directors may be filled only by the affirmative vote of holders of a majorityof the outstanding shares entitled to vote who are present in person or by proxy at a meeting at which a quorum ispresent, and any director elected to fill such a vacancy shall serve until the next annual meeting of stockholders anduntil a successor is duly elected and qualifies. Independent Directors shall nominate replacements for vacanciesamongthe Independent Directors’positions.

Section 12.COMPENSATION.Directors shall not receive any stated salary for their services asdirectors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/orper visit to real property or other facilities owned or leased by the Corporation and for any service or activity theyperformedorengagedin asdirectors.Directors may bereimbursedforexpenses of attendance,if any,ateachannual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, ifany, in connection with each property visit and any other service or activity they performed or engaged in asdirectors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation inanyothercapacityandreceivingcompensationtherefor.

Section 13.RELIANCE.Each director and officer of the Corporation shall, in the performance ofhis or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement,including any financial statement or other financial data, prepared or presented by an officer or employee of theCorporation whom the director or officer reasonably believes to be reliable and competent in the matters presented,by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonablybelievestobewithintheperson’sprofessionalorexpertcompetence,or,withrespecttoadirector,byacommitteeof the Board of Directors on which the director does not serve, as to a matter within its designated authority, if thedirector reasonablybelievesthecommittee tomeritconfidence.

Section14. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.A director, officer, employee or agent shall have no responsibility to devote his or her full time to theaffairsoftheCorporation.Anydirector,officer,employeeoragent,inhisorherpersonalcapacityorinacapacityas an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage inbusinessactivitiessimilar to, inadditionto or incompetitionwiththoseofor relatingto theCorporation.

Section 15.EMERGENCY PROVISIONS.Notwithstanding any other provision in the Charter orthese Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergencycondition,asaresultofwhichaquorumoftheBoardofDirectorsunderArticleIIIoftheseBylawscannotreadilybe obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (a) ameeting of the Board of Directors or a committee thereof may be called by any director or officer by any meansfeasibleunderthe circumstances; (b) notice of any meeting of the Boardof Directors during such an Emergencymay be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible atthe time, including publication, television or radio, and (c) the number of directors necessary to constitute a quorumshallbe one-thirdoftheentireBoardofDirectors.

ARTICLE IV COMMITTEES

Section 1.NUMBER, TENURE AND QUALIFICATIONS.The Board of Directors may appointfrom among its members committees, composed of one or more directors, to serve at the pleasure of the Board ofDirectors. Amajorityofthemembersofeachcommittee shallbeIndependent Directors.

Section 2.POWERS.TheBoardofDirectorsmaydelegatetocommitteesappointedunderSection1 ofthisArticleanyofthepowersoftheBoardofDirectors, except asprohibited bylaw.

Section 3. MEETINGS.Notice of committee meetings shall be given in the samemanner asnotice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute aquorum for the transaction of business at any meeting of the committee. The act of a majority of the committeemembers present at a meeting shall be the act of such committee. The Board of Directors may designate a chairmanof any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if thereare at least two members of the Committee) may fix the time and place of its meeting unless the Board shallotherwise provide. In the absence of any member of any such committee, the members thereof present at anymeeting, whether

10

or not they constitute a quorum, may appoint another director to act in the place of such absentmember. Eachcommittee shallkeepminutesofitsproceedings.

Section 4.TELEPHONE MEETINGS.Members of a committee of the Board of Directors mayparticipate in a meeting by means of a conference telephone or other communications equipment if all personsparticipating in the meeting can hear each other at the same time. Participation in a meeting by these means shallconstitutepresence inpersonat themeeting.

Section 5.CONSENT BY COMMITTEES WITHOUT A MEETING.Any action required orpermitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if aconsentinwritingorbyelectronictransmissiontosuchactionisgivenbyeachmemberofthecommitteeandisfiledwiththeminutesofproceedingsofsuchcommittee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have thepowerat any timetochangethemembershipof any committee,tofill any vacancy,todesignatean alternatemember to replaceanyabsentor disqualifiedmemberor to dissolveanysuchcommittee.

ARTICLE V OFFICERS

Section 1.GENERAL PROVISIONS.The officers of the Corporation shall include a president, asecretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executiveofficer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistantsecretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect suchother officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporationshall be elected annually by the Board of Directors, except that the chief executive officer or president may fromtime to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Eachofficer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignationor removal in the manner hereinafter provided. Any two or more offices except president and vice president may beheld by the same person. Election of an officer or agent shall not of itself create contract rights between theCorporationandsuchofficeroragent.

Section 2.REMOVAL AND RESIGNATION.Any officer or agent of the Corporation may beremoved, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporationwould be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person soremoved. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board ofDirectors, the chairman of the board, the president or the secretary. Any resignation shall take effect immediatelyupon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not benecessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudiceto the contract rights,ifany,oftheCorporation.

Section 3.VACANCIES.A vacancy in any office may be filled by the Board of Directors for thebalanceofthe term.

Section 4.CHIEF EXECUTIVE OFFICER.TheBoardofDirectorsmaydesignateachiefexecutiveofficer.Intheabsenceofsuchdesignation,thechairmanoftheboardshallbethechiefexecutiveofficerof the Corporation. The chief executive officer shall have general responsibility for implementation of the policies ofthe Corporation, as determined by the Board of Directors, and for the management of the business and affairs of theCorporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases wheretheexecutionthereof shall beexpresslydelegatedbytheBoardofDirectorsorbythese Bylaws

to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in generalshall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed bytheBoardofDirectorsfromtime to time.

Section 5.CHIEF OPERATING OFFICER.TheBoardofDirectorsmaydesignateachiefoperating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board ofDirectorsorthe chiefexecutive officer.

Section 6.CHIEF FINANCIAL OFFICER.TheBoardofDirectorsmaydesignateachieffinancial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board ofDirectors

11

orthe chiefexecutive officer.

Section 7. CHAIRMAN OF THE BOARD.The Board of Directors shall designate a chairman oftheboard.ThechairmanoftheboardshallpresideoverthemeetingsoftheBoardofDirectorsandofthestockholdersatwhichheorsheshallbepresent.ThechairmanoftheboardshallperformsuchotherdutiesasmaybeassignedtohimorherbytheBoardofDirectors.

Section 8.PRESIDENT.In the absence of a chief executive officer, the president shall in generalsupervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chiefoperating officer by the Board of Directors, the president shall be the chief operating officer. He or she may executeany deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall beexpresslydelegatedbytheBoardofDirectorsorbytheseBylawstosomeotherofficeroragentoftheCorporationor shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office ofpresidentand suchotherdutiesasmaybeprescribed bytheBoardofDirectorsfromtimetotime.

Section 9. VICE PRESIDENTS.In the absence of the president or in the event of a vacancy insuch office, the vice president (or in the event there be more than one vice president, the vice presidents in the orderdesignated at the time of their election or, in the absence of any designation, then in the order of their election) shallperform the duties of the president and when so acting shall have all the powers of and be subject to all therestrictionsuponthepresident;andshallperformsuchotherdutiesasfromtimetotimemaybeassignedtosuchvice president by the president or by the Board of Directors. The Board of Directors may designate one or more vicepresidentsasexecutive vicepresident,seniorvicepresident,orvicepresidentforparticular areasofresponsibility.

Section 10.SECRETARY.The secretary shall (a) keep the minutes of the proceedings of thestockholders, the Board of Directors and committees of the Board of Directors in one or more books provided forthat purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as requiredby law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the postoffice address of each stockholder which shall be furnished to the secretary by such stockholder or see that suchregister is kept by the Corporation’s transfer agent; (e) have general charge of the stock transfer books of theCorporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by thechiefexecutive officer, the president or the BoardofDirectors.

Section 11.TREASURER.The treasurer shall have the custody of the funds and securities of theCorporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to theCorporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporationin such depositories as may be designated by the Board of Directors. In the absence of a designation of a chieffinancialofficerbytheBoard ofDirectors,thetreasurershallbethechieffinancialofficeroftheCorporation.

ThetreasurershalldisbursethefundsoftheCorporationasmaybeorderedby theBoardofDirectors,takingpropervouchersforsuchdisbursements,andshallrendertothepresidentandBoardofDirectors, attheregularmeetingsoftheBoardofDirectorsorwheneveritmaysorequire,anaccountofallhisorhertransactionsastreasurer andofthefinancialconditionoftheCorporation.

Section12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.Theassistant

secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretaryor treasurer,respectively, orbythepresident ortheBoardofDirectors.

Section13.COMPENSATION.Thecompensationoftheofficersshallbefixedfromtimetotime by or under the authority of the Board of Directors and no officer shall be prevented from receiving suchcompensationbyreasonofthefact that he or she isalso a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.CONTRACTS. The Board of Directors may authorize any officer or agent to enter intoany contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and suchauthority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other documentshall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directorsand executedbyanauthorizedperson.

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Section 2.CHECKS AND DRAFTS.Allchecks,draftsorotherordersforthepaymentofmoney, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by suchofficer or agent of the Corporation in such manner as shall from time to time be determined by the Board ofDirectors.

Section 3.DEPOSITS.All funds of the Corporation not otherwise employed shall be deposited orinvested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, thechieffinancialofficeror anyotherofficer designated bytheBoardofDirectorsmaydetermine.

ARTICLE VII STOCK

Section 1.CERTIFICATES.UnlessotherwiseprovidedbytheBoardofDirectors,theCorporation shall not issue stock certificates. In the event that the Corporation issues shares of stock represented bycertificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorizedofficer, shall contain the statements and information required by the MGCL and shall be signed by the officers of theCorporation in the manner permitted by the MGCL. In the event that the Corporation issues shares of stock withoutcertificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of suchshares a written statement of the information required by the MGCL to be included on stock certificates. There shallbenodifferencesintherightsandobligationsofstockholdersbasedonwhetherornottheirsharesarerepresentedby certificates. If a class or series of stock is uncertificated, no stockholder shall be entitled to a certificate orcertificates representing any shares of such class or series of stock held by such stockholder unless otherwisedetermined by the Board of Directors and then only upon written request by such stockholder to the secretary of theCorporation.

Section 2.TRANSFERS.All transfers of shares of stock shall be made on the books of theCorporation, by theholder of the shares, in person or by hisor her attorney, in suchmanner as the Board ofDirectors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender ofcertificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to thedetermination of the Board of Directors that such shares shall no longer be represented by certificates. Upon thetransfer of uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to recordholders of such shares a written statement of the information required by the MGCL to be included on stockcertificates.

TheCorporationshallbeentitledtotreattheholderofrecordofanyshareofstockastheholderinfactthereofand,accordingly, shall notbeboundtorecognizeanyequitableorotherclaimtoorinterestinsuchshare oronthepartofanyotherperson,whetherornotitshallhaveexpressorothernoticethereof,exceptasotherwiseprovided bythe lawsofthe State ofMaryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in allrespectsto the Charter andallofthetermsand conditionscontained therein.

Section 3.REPLACEMENT CERTIFICATE.Any officer of the Corporation may direct a newcertificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporationalleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the personclaiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to becertificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board ofDirectors has determined that such certificates may be issued. Unless otherwise determined by an officer of theCorporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legalrepresentative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to givethe Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against theCorporation.

Section 4. FIXING OF RECORD DATE.The Board of Directors may set, in advance, a recorddate for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders ordetermining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in ordertomakeadeterminationofstockholdersforanyotherproperpurpose.Suchdate,inanycase,shallnotbepriortothe close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of ameeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiringsuchdeterminationofstockholdersofrecordistobe heldortaken.

When a record date for the determination of stockholders entitled to notice of and to vote at anymeeting of stockholders has been set as provided in this section, such record date shall continue to apply to themeeting if

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adjourned or postponed, except if the meeting is adjourned to a date more than 120 days or postponed to adate more than 90 days after the record date originally fixed for the meeting, in which case a new record date forsuch meetingmaybe determined asset forthherein.

Section5.STOCK LEDGER.TheCorporationshallmaintainatitsprincipalofficeorattheoffice of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name andaddressofeachstockholder andthenumberofsharesofeach classheld bysuchstockholder.

Section 6.FRACTIONAL STOCK; ISSUANCE OF UNITS.The Board of Directors may issuefractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they maydetermine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issueunits consisting of differentsecurities of theCorporation. Any security issued in aunit shallhave the samecharacteristics as any identical securities issued by the Corporation, except that the Board of Directors may providethat for a specified period securities of the Corporation issued in such unit may be transferred on the books of theCorporationonlyinsuchunit.

ARTICLE VIII ACCOUNTING YEAR

The Board of Directors shall have the power,from time totime,tofix the fiscalyearof theCorporation by a duly adopted resolution, provided that the fiscal year of the Corporation shall be the calendar yearfor all taxable periods following the Corporation’s qualification as, and prior to any termination or revocation of thequalification of the Corporation as, a real estate investment trust under the Internal Revenue Code of 1986, asamended.

ARTICLE IX DISTRIBUTIONS

Section 1.AUTHORIZATION.DividendsandotherdistributionsuponthestockoftheCorporationmaybeauthorizedbytheBoardofDirectorsanddeclaredbytheCorporation,subjecttotheprovisions oflawandtheCharter.Dividendsandotherdistributionsmaybepaidincash,propertyorstockoftheCorporation,subjecttothe provisionsoflawandthe Charter.

Section2.CONTINGENCIES.Beforepaymentofanydividendsorotherdistributions,theremay be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sumsas the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund forcontingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for suchother purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any suchreserve.

ARTICLE X INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend,revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriateinitssole discretion.

ARTICLE XI SEAL

Section 1.SEAL.TheBoardofDirectorsmayauthorizetheadoptionofasealbytheCorporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words“Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for thecustodythereof.

Section 2. AFFIXING SEAL.Whenever the Corporation is permitted or required to affix its sealto a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to placethe word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of theCorporation.

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ARTICLE XII WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws orpursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or personsentitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving ofsuch notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver ofnotice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiverof notice of such meeting, except where such person attends a meeting for the express purpose of objecting to thetransactionofanybusinesson theground thatthemeetingisnotlawfullycalled or convened.

ARTICLE XIII AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of theseBylawsandtomakenewBylaws.

ARTICLE XIV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Courtfor Baltimore City, Maryland, shall be the sole and exclusive forum for (a) any derivative action or proceedingbrought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by any director orofficer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (c) anyaction asserting a claim arising pursuant to any provision of the MGCL or the Charter or Bylaws of the Corporation,or(d)anyactionassertingaclaimthatisgovernedbytheinternalaffairsdoctrine,andanyrecordorbeneficial stockholderoftheCorporationwhocommencessuchanactionshallcooperateinarequestthattheactionbeassigned to theCourt’sBusinessand TechnologyCaseManagement Program. For the avoidance of doubt, this Article XIV will not apply to claims arising under the Securities Act of 1933, as amended, or the Exchange Act or to actions arising out of, or in connection with, the sale of securities in, or the violation of the laws of, the states and U.S. territories and districts, in which shares of the Corporation are sold; provided that the inapplicability of this Article XIV to such actions will not cause this Article XIV to be inapplicable to other types of claims, whether they are brought concurrently with or before or after actions arising out of, or in connection with, the sale of securities in, or the violation of the laws of, the states and U.S. territories and districts in which the Corporation’s shares are sold.

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EX-10.4

Exhibit 10.4

TENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

AIREIT Operating PARTNERSHIP LP

A DELAWARE LIMITED PARTNERSHIP

February 11, 2022

TABLE OF CONTENTS

Article 1 DEFINED TERMS		1
Article 2 PARTNERSHIP FORMATION AND IDENTIFICATION		14
2.1	Formation.	14
2.2	Name, Office and Registered Agent.	14
2.3	Partners.	14
2.4	Term and Dissolution.	14
2.5	Filing of Certificate and Perfection of Limited Partnership.	15
2.6	Certificates Describing Partnership Units and Special Partnership Units.	15
Article 3 BUSINESS OF THE PARTNERSHIP		16
Article 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS		16
4.1	Capital Contributions.	16
4.2	Additional Capital Contributions and Issuances of Additional Partnership Interests.	17
4.3	Additional Funding.	19
4.4	Capital Accounts.	19
4.5	Percentage Interests.	20
4.6	No Interest On Contributions.	20
4.7	Return Of Capital Contributions.	20
4.8	No Third Party Beneficiary.	20
Article 5 PROFITS AND LOSSES; DISTRIBUTIONS		21
5.1	Allocation of Profit and Loss.	21
5.2	Distribution of Cash.	23
5.3	REIT Distribution Requirements.	27
5.4	No Right to Distributions in Kind.	27
5.5	Limitations on Return of Capital Contributions.	27
5.6	Distributions Upon Liquidation.	27
5.7	Substantial Economic Effect.	28
Article 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER		28
6.1	Management of the Partnership.	28
6.2	Delegation of Authority.	30
6.3	Indemnification and Exculpation of Indemnitees.	31
6.4	Liability of the General Partner.	32
6.5	Reimbursement of General Partner.	33
6.6	Outside Activities.	33
6.7	Employment or Retention of Affiliates.	33
6.8	General Partner Participation.	34
6.9	Title to Partnership Assets.	34
6.10	Redemptions and Exchanges of REIT Shares.	34
6.11	No Duplication of Fees or Expenses.	35

Article 7 CHANGES IN GENERAL PARTNER		35
7.1	Transfer of the General Partner’s Partnership Interest.	35
7.2	Admission of a Substitute or Additional General Partner.	37
7.3	Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.	37
7.4	Removal of a General Partner.	38
Article 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS		39
8.1	Management of the Partnership.	39
8.2	Power of Attorney.	39
8.3	Limitation on Liability of Limited Partners.	39
8.4	Ownership by Limited Partner of Corporate General Partner or Affiliate.	39
8.5	Redemption Right.	40
8.6	Registration.	43
8.7	Distribution Reinvestment Plan.	43
Article 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS		43
9.1	Purchase for Investment.	43
9.2	Restrictions on Transfer of Limited Partnership Interests.	43
9.3	Admission of Substitute Limited Partner.	45
9.4	Rights of Assignees of Partnership Interests.	46
9.5	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner.	46
9.6	Joint Ownership of Interests.	46
Article 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS		47
10.1	Books and Records.	47
10.2	Custody of Partnership Funds; Bank Accounts.	47
10.3	Fiscal and Taxable Year.	47
10.4	Annual Tax Information and Report.	48
10.5	Tax Matters Partner; Tax Elections; Special Basis Adjustments.	48
10.6	Reports to Limited Partners.	49
10.7	Safe Harbor Election	49
Article 11 AMENDMENT OF AGREEMENT; MERGER		50
Article 12 GENERAL PROVISIONS		50
12.1	Notices.	50
12.2	Survival of Rights.	51
12.4	Severability.	51
12.5	Entire Agreement.	51
12.6	Pronouns and Plurals.	51
12.7	Headings.	51
12.8	Counterparts.	51
12.9	Governing Law.	51
12.10	Effectiveness.	51

EXHIBITS

EXHIBIT A -	Partners, Capital Contributions and Percentage Interests or Special Percentage Interests
EXHIBIT B -	Notice of Exercise of Redemption Right

TENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
aireit Operating Partnership LP

RECITALS

This Tenth Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of February 11, 2022, between Ares Industrial Real Estate Income Trust Inc., a Maryland corporation (f/k/a Black Creek Industrial REIT IV Inc.) (the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

AGREEMENT

WHEREAS, AIREIT Operating Partnership LP (f/k/a BCI IV Operating Partnership LP) (the “Partnership”), was formed on August 12, 2014 as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 12, 2014;

WHEREAS, the Partnership is currently governed by the Ninth Amended and Restated Limited Partnership Agreement of the Partnership dated as of November 24, 2021 (the “Prior Agreement”); and

WHEREAS, the parties desire to amend and restate the Prior Agreement as fully set forth below.

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Prior Agreement shall be and hereby is amended and restated in its entirety as follows:

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

“ACT” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

“ADDITIONAL FUNDS” has the meaning set forth in Section 4.3 hereof.

“ADDITIONAL SECURITIES” means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.5 hereof or REIT Shares issued pursuant to a distribution reinvestment plan of the General Partner) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.2(a)(ii).

“ADMINISTRATIVE EXPENSES” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, (iii) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer or employee of the General Partner, (iv) costs and expenses relating to any Offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such Offering, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (v) costs and expenses associated with any repurchase of any securities by the General Partner, (vi) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (vii) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (viii) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (ix) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests and (x) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

“ADVISOR” or “ADVISORS” means the Person or Persons, if any, appointed, employed or contracted with by the General Partner and responsible for directing or performing the day-to-day business affairs of the General Partner, including any Person to whom the Advisor subcontracts all or substantially all of such functions.  

“ADVISORY AGREEMENT” means the agreement between the General Partner, the Partnership and the Advisor pursuant to which the Advisor will direct or perform the day-to-day business affairs of the General Partner.

“AFFILIATE” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“AFFIRMATION DATE” has the meaning provided in Section 8.5(a).

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“AGGREGATE SHARE OWNERSHIP LIMIT” shall have the meaning set forth in the Charter.  

“AGREED VALUE” means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner.  The names and addresses of the Partners, number and Class or Series of Partnership Units or Special Partnership Units issued to each Partner, and the Agreed Value of non-cash Capital Contributions as of the date of contribution are set forth on Exhibit A.

“AGREEMENT” means this Seventh Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.

“ANNUAL TOTAL RETURN AMOUNT” means the overall investment return, expressed as a dollar amount per Partnership Unit, which shall be equal to the sum of (1) the Weighted-Average Distributions per Partnership Unit over the applicable period, and (2) the Ending VPU, adjusted to remove the negative impact on the overall investment return from the payment or the obligation to pay, or distribute, as applicable, the Performance Allocation and Class-Specific Fees, less the Beginning VPU.  

“APPLICABLE PERCENTAGE” has the meaning provided in Section 8.5(b) hereof.

“ASSET” means any Property, Mortgage, other debt or other investment (other than investments in bank accounts, money market funds or other current assets) owned by the General Partner, directly or indirectly through one or more of its Affiliates.

“BEGINNING VPU”  means the VPU determined as of the end of the most recent month prior to the commencement of the applicable period.

“CAPITAL ACCOUNT” has the meaning provided in Section 4.4 hereof.

“CAPITAL CONTRIBUTION” means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash) contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement.  Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

“CARRYING VALUE” means, with respect to any asset of the Partnership, the asset’s adjusted net basis for federal income tax purposes or, in the case of any asset contributed to the Partnership, the fair market value of such asset at the time of contribution, reduced by any amounts attributable to the inclusion of liabilities in basis pursuant to Section 752 of the Code, except that the Carrying Values of all assets may, at the discretion of the General Partner, be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for in Section 4.4.  In the case of any asset of the Partnership that has a Carrying Value that differs from its adjusted tax basis, the Carrying Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the allocations of net profit and net loss pursuant to Article

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5 hereof rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.

“CASH AMOUNT” means an amount of cash per Partnership Unit equal to the applicable Redemption Price determined by the General Partner.

“CERTIFICATE” means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

“CHARTER” means the Third Articles of Amendment and Restatement of the General Partner filed with the Maryland State Department of Assessments and Taxation, as amended, restated or supplemented from time to time.

“CLASS” means a class of REIT Shares or Partnership Units, as the context may require.

“CLASS D CONVERSION RATE” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class D Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“CLASS D UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D Unit as provided in this Agreement, and shall be a Series 1 Class D Unit or a Series 2 Class D Unit.

“CLASS I REIT SHARES” means the REIT Shares classified as Class I common shares in the Charter.

“CLASS I UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class I Unit as provided in this Agreement.

“CLASS-SPECIFIC FEES” means any Distribution Fee expenses accrued or allocated directly or indirectly to a particular Class or Series of Partnership Units or REIT Shares.

“CLASS T CONVERSION RATE” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class T Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“CLASS T REIT SHARES” means the REIT Shares classified as Class T common shares in the Charter.

“CLASS T UNIT” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T Unit as provided in this Agreement, and shall be a Series 1 Class T Unit, a Series 2 Class T Unit or a Series 3 Class T Unit.

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“CODE” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

“COMMISSION” means the U.S. Securities and Exchange Commission.

“COMMON SHARE OWNERSHIP LIMIT” shall have the meaning set forth in the Charter.

“CONTROL” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities or other beneficial interests, by contract or otherwise.  “Controlled” and “Controlling” shall have correlative meanings.  

“CONVERSION FACTOR” means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination.  Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.  A separate Conversion Factor shall be determined for each Class or Series of Partnership Units (other than Series 2 Class T Units) by taking into account only the outstanding REIT Shares having the same Class designation as the applicable Class of Partnership Units. The Conversion Factor for Series 2 Class T Units shall equal the Conversion Factor for Series 1 Class T Units, multiplied by the Net Asset Value Per Unit for Series 2 Class T Units and divided by the Net Asset Value Per Unit for Series 1 Class T Units.

“DEALER MANAGER” means Ares Wealth Management Solutions, LLC or such other Person or entity selected by the board of directors of the General Partner to act as the dealer manager for the Offering and/or a Private Placement.

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“DEFAULTING LIMITED PARTNER” has the meaning provided in Section 5.2(d) hereof.

“DIRECTOR” shall have the meaning set forth in the Charter.

“DISTRIBUTION FEE” means any ongoing distribution fees, dealer manager fees or similar fees (as distinguished from up-front or one-time selling commissions and dealer manager fees) payable pursuant to any dealer manager agreement between the General Partner and the Dealer Manager with respect to outstanding REIT Shares or Partnership Units.

“DST PROPERTIES” means real properties that meet the following criteria: (i) tenancy-in-common or Delaware statutory trust beneficial interests in such properties have been sold by the General Partner or any of its Affiliates to third party investors and (ii) such properties are being leased by the General Partner or any of its Affiliates from the tenancy-in-common or Delaware statutory trust third party investors.

“ENDING VPU”  means the VPU as of the end of the last month in the applicable period.

“EVENT OF BANKRUPTCY” as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“EXCEPTED HOLDER LIMIT” shall have the meaning set forth in the Charter.

“EXCHANGED REIT SHARES” has the meaning set forth in Section 6.10(b) hereof.

“FMV Option” means a fair market value purchase option giving the Partnership the right, but not the obligation, to acquire Interests from holders thereof at a later time as set forth in the applicable option agreement.

Q:“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time.

“GENERAL PARTNER” means Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.

“GENERAL PARTNER LOAN” has the meaning provided in Section 5.2(d) hereof.

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“GENERAL PARTNERSHIP INTEREST” means a Partnership Interest held by the General Partner that is a general partnership interest.

“HURDLE AMOUNT” means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

“INDEMNITEE” means (i) any Person made a party to a proceeding by reason of its status as the General Partner, the Advisor or a director, officer or employee of the General Partner, the Advisor or the Partnership, and (ii) such other Persons (including Affiliates of the General Partner, the Advisor or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

“INDEPENDENT DIRECTORS” shall have the meaning set forth in the Charter.

“INTERESTS” means beneficial interests in specific Delaware statutory trusts offered in Private Placements.

“JOINT VENTURE” means those joint venture, co-investment, co-ownership or partnership arrangements in which the General Partner or any of its subsidiaries is a co-venturer or general partner established to acquire, develop or hold Assets.

“LIMITED PARTNER” means any Person named as a Limited Partner on Exhibit A attached hereto, including the Special OP Unitholder, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership. The Special OP Unitholder shall have the same rights and preferences as a Limited Partner except as set forth in Sections 5.2(c), 8.5 and 9.2(a).

“LIMITED PARTNERSHIP INTEREST” means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

1.“LIQUIDITY EVENT” shall include, but shall not be limited to, (i) a Listing, (ii) a sale, merger or other transaction in which the Stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (iii) the sale of all or substantially all of the General Partner’s Assets where Stockholders either receive, or have the option to receive, cash or other consideration.

“LISTING” means the listing or partial listing of the REIT Shares on a national securities exchange. Upon such Listing, the REIT Shares shall be deemed “Listed.”

“LOSS CARRYFORWARD”  means an amount that equaled zero as of July 1, 2017 and shall cumulatively increase by the absolute value of any negative Annual Total Return Amount and decrease by any positive Annual Total Return Amount, provided that the Loss Carryforward shall at no time be less than zero. The effect of the Loss Carryforward is that the recoupment of past Annual Total Return Amount losses will offset the positive Annual Total Return Amount for purposes of the calculation of the Performance Allocation.

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“MINIMUM LIMITED PARTNERSHIP INTEREST” means the lesser of (i) 1% or (ii) if the total Capital Contributions to the Partnership exceeds $50 million, 1% divided by the ratio of the total Capital Contributions to the Partnership to $50 million; provided, however, that the Minimum Limited Partnership Interest shall not be less than 0.2% at any time.

“MORTGAGES” means, in connection with mortgage financing provided, invested in, participated in or purchased by the General Partner, all of the notes, deeds of trust, security interests or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations.

“NAV” means net asset value, calculated pursuant to the Valuation Procedures.

“NAV CALCULATIONS” means the calculations used to determine the NAV of the General Partner, the REIT Shares, the Partnership and the Partnership Units, all as provided in the Valuation Procedures.

“NET ASSET VALUE PER UNIT” means, for each Class or Series of Partnership Unit, the net asset value per unit of such Class or Series of Partnership Unit most recently determined in accordance with the Valuation Procedures and in this Agreement.

“NET ASSET VALUE PER REIT SHARE” means, for each Class of REIT Shares, the net asset value per share of such Class of REIT Shares most recently determined in accordance with the Valuation Procedures and in this Agreement.

“NOTICE OF REDEMPTION” means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit B hereto.

“OFFER” has the meaning set forth in Section 7.1(b) hereof.

“OFFERING” means the offer and sale of REIT Shares to the public.

“OP UNITHOLDERS” means all holders of Partnership Interests other than the Special OP Unitholders.

“ORIGINAL LIMITED PARTNER” means the Limited Partners designated as “Original Limited Partners” on Exhibit A hereto.

“PARTNER” means any General Partner or Limited Partner.

“PARTNER NONRECOURSE DEBT MINIMUM GAIN” has the meaning set forth in Regulations Section 1.704-2(i).  A Partner’s share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).

“PARTNERSHIP” means AIREIT Operating Partnership LP, a Delaware limited partnership.

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“PARTNERSHIP INTEREST” means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

“PARTNERSHIP LOAN” has the meaning provided in Section 5.2(d) hereof.

“PARTNERSHIP NAV”  The NAV of the Partnership, calculated pursuant to the Valuation Procedures.

“PARTNERSHIP MINIMUM GAIN” has the meaning set forth in Regulations Section 1.704-2(d).  In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains.  A Partner’s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).

“PARTNERSHIP RECORD DATE” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some or all of its portion of such distribution.

“PARTNERSHIP UNIT” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class D Units, Class I Units and Class T Units but excluding the Partnership Interests represented by Special Partnership Units.  The allocation of Partnership Units of each Class and Series among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

“PERCENTAGE INTEREST” means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a Partner by the total number of Partnership Units then outstanding.  The Percentage Interest of each Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

“PERFORMANCE ALLOCATION” shall have the meaning set forth in Section 5.2(c).

“PERSON” means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity.  

“PRIVATE PLACEMENT” means a private placement of Interests with respect to which the Partnership will be given a FMV Option.

“PROFIT” has the meaning provided in Section 5.1(g) hereof.

“PROPERTY” means, as the context requires, all or a portion of each Real Property acquired by the General Partner, directly or indirectly through joint venture or co-ownership arrangements or other partnership or investment entities.

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“PROSPECTUS” means the same as that term is defined in Section 2(10) of the Securities Act, including a preliminary prospectus, an offering circular as described in Rule 256 of the general rules and regulations under the Securities Act, or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling REIT Shares to the public.

“REAL PROPERTY” means land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land. Real estate-related securities and DST Properties shall also be deemed Real Property for purposes of this definition.

“RECEIVED REIT SHARES” has the meaning set forth in Section 6.10(b) hereof.

“REDEMPTION” has the meaning provided in Section 8.5(a) hereof.

“REDEMPTION PRICE” means the Value of the REIT Shares Amount as of the end of the Specified Redemption Date.

“REDEMPTION RIGHT” has the meaning provided in Section 8.5(a) hereof.

“REDEMPTION SHARES” has the meaning provided in Section 8.6(a) hereof.

“REGULATIONS” means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time.  Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

“REGULATORY ALLOCATIONS” has the meaning set forth in Section 5.1(i) hereof.

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that qualifies as a real estate investment trust under Sections 856 through 860 of the Code, and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“REIT SHARE” means a common share of beneficial interest in the General Partner (or successor entity, as the case may be), including Class I REIT Shares, Class T REIT Shares and Class D REIT Shares.

“REIT SHARES AMOUNT” means, with respect to any Class or Series of Tendered Units, a number of REIT Shares of such Class equal to the product of the number of Partnership Units of such Class or Series offered for exchange by a Tendering Party, multiplied by the Conversion Factor for such Class or Series of Partnership Units as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT

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Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

“RELATED PARTY” means, with respect to any Person, any other Person whose ownership of shares of the General Partner’s capital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

“SAFE HARBOR” means, the election described in the Safe Harbor Regulation, pursuant to which a partnership and all of its partners may elect to treat the fair market value of a partnership interest that is transferred in connection with the performance of services as being equal to the liquidation value of that interest.

“SAFE HARBOR ELECTION” means the election by a partnership and its partners to apply the Safe Harbor, as described in the Safe Harbor Regulation and Internal Revenue Service Notice 2005-43 , issued on May 19, 2005.

“SAFE HARBOR REGULATION” means Proposed Treasury Regulations Section 1.83-3(l) issued on May 19, 2005.

“SECURITIES ACT” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto.  Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, and the rules and regulations promulgated thereunder.  

“SERIES” means a series of a Class of Partnership Units, as the context may require.  

“SERIES 1 CLASS D INVESTOR SERVICING FEE” means a fee paid to the Dealer Manager of the Private Placements equal to 0.25% per annum of the Net Asset Value Per Unit of each Class D Unit (calculated monthly in accordance with the Valuation Procedures and in this Agreement, as they may be amended from time to time), which will be allocated to the holders of Class D Units through a reduction in their distributions.

“SERIES 1 CLASS D UNITS” means Class D Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 1 Class D Units.  

“SERIES 1 CLASS T UNITS” means Class T Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 1 Class T Units.  

“SERIES 2 CLASS D INVESTOR SERVICING FEE” means a fee paid to the Dealer Manager of the Private Placements equal to 0.25% per annum of the Net Asset Value Per Unit of each Class D Unit (calculated monthly in accordance with the Valuation Procedures and in this Agreement, as they may be amended from time to time), which will be allocated to the holders of Class D Units through a reduction in their distributions.

“SERIES 2 CLASS D UNITS” means Class D Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 2 Class D Units.  

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“SERIES 2 CLASS T UNITS” means Class T Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 2 Class T Units.  

“SERIES 3 CLASS T INVESTOR SERVICING FEE” means a fee paid to the Dealer Manager of the Private Placements equal to 0.85% per annum of the Net Asset Value Per Unit of each Series 3 Class T Unit (calculated monthly in accordance with the Valuation Procedures and in this Agreement, as they may be amended from time to time), which will be allocated to the holders of Class T Units through a reduction in their distributions.

“SERIES 3 CLASS T UNITS” means Class T Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 3 Class T Units.  

“SERVICE” means the United States Internal Revenue Service.

“SPECIAL OP UNITHOLDERS” means the holder or holders of Special Partnership Units; provided, that, if such holders of Special Partnership Units own Partnership Units, then such holders shall be Partners and not Special OP Unitholders with respect to such Partnership Units.

“SPECIAL PARTNERSHIP UNIT” means a unit of a series of Partnership Interests, designated as Special Partnership Units, issued pursuant to Section 4.1.  The number of Special Partnership Units outstanding and the Special Percentage Interests in the Partnership represented by such Special Partnership Units are set forth on Exhibit A, as such Exhibit may be amended from time to time.  A holder of a Special Partnership Unit shall have the same rights and preferences as a holder of a Partnership Unit under this Agreement that is a Limited Partner except as set forth in Sections 5.2(c), 8.5, and 9.2(a).

“SPECIAL PERCENTAGE INTEREST” shall mean the percentage ownership interest in the Special Partnership Units of each Special OP Unitholder, as determined by dividing the Special Partnership Units owned by each Special OP Unitholder by the total number of Special Partnership Units then outstanding.  The Special Percentage Interest of each Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

“SPECIAL TRANSFEREE” has the meaning provided in Section 8.5(a) hereof.

“SPECIFIED REDEMPTION DATE” means, if the Affirmation Date is at least three business days before the end of a month, the last business day of such month, and otherwise the last business day of the month following the month in which the Affirmation Date occurred..

“SPONSOR PARTIES” has the meaning provided in Section 8.5(a) hereof.

“SRP” has the meaning provided in Section 5.2(c)(iii) hereof.

“SUBSIDIARY” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

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“SUBSIDIARY PARTNERSHIP” means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.

“SUBSTITUTE LIMITED PARTNER” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3 hereof.

“SUCCESSOR ENTITY” has the meaning provided in the definition of “Conversion Factor” contained herein.

“SURVIVOR” has the meaning set forth in Section 7.1(c) hereof.

“TAX MATTERS PARTNER” has the meaning described in Section 10.5(a) hereof.

“TENDERED UNITS” has the meaning provided in Section 8.5(a) hereof.

“TENDERING PARTY” has the meaning provided in Section 8.5(a) hereof.

“TRANSACTION” has the meaning set forth in Section 7.1(b) hereof.

“TOTAL EQUITY AMOUNT” means the cash purchase price of Interests in a Private Placement less the amount of any loan from the Partnership or any of its affiliates to finance a portion of such purchase price.

“TRANSACTION PRICE” shall mean the most recently disclosed NAV per REIT Share; provided that the General Partner may, in its discretion, adjust the Transaction Price to a price that the General Partner believes reflects the NAV per REIT Share more appropriately than the most recently disclosed NAV per REIT Share, including by updating a previously disclosed Transaction Price, in cases where the General Partner believes there has been a material change (positive or negative) to the NAV per REIT Share relative to the most recently disclosed NAV per REIT Share.

“TRANSFER” has the meaning set forth in Section 9.2(a) hereof.

“VALUATION PROCEDURES” means the written valuation procedures adopted by the Board of Directors of the General Partner, as such procedures may be amended from time to time, that set forth the method by which the NAV per each Class of REIT Share and Class or Series of Partnership Unit shall be calculated. Pursuant to such Valuation Procedures, certain Classes or Series of Partnership Units are each economically equivalent to the corresponding class of REIT Shares. Series 2 Class T Units, however, are not economically equivalent to any Class of REIT Shares.  Accordingly, the Net Asset Value Per Unit of Series 2 Class T Units shall, upon their initial issuance, be set at the Net Asset Value Per Unit of Series 1 Class T Units, and thereafter each respective Class or Series of such Partnership Units shall be adjusted as described in the Valuation Procedures as if they were a separate Class of REIT Shares, taking into account their specific economic terms (specifically, their specific dividends and ongoing Distribution Fees) set forth herein.

“VALUE” means, for each Class of REIT Shares, the fair market value per share of that Class of REIT Shares which will equal: (i) if REIT Shares of that Class are Listed, the average

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closing price per share for the previous thirty business days, or (ii) if REIT Shares of that Class are not Listed, the Net Asset Value Per REIT Share for REIT Shares of that Class.

Q:“VPU”  means average value per Partnership Unit, which on any given date shall be equal to (i) the Partnership NAV on such date, divided by (ii) the aggregate number of Partnership Units of all Classes and Series outstanding on such date.

Q:“WEIGHTED-AVERAGE DISTRIBUTIONS PER PARTNERSHIP UNIT”  shall mean, for a particular period of time, an amount equal to the ratio of (i) the aggregate distributions accrued in respect of all Partnership Units during the applicable period, divided by (ii) the weighted-average number of Partnership Units of all classes outstanding during the applicable period, calculated in accordance with GAAP applied on a consistent basis.

PARTNERSHIP FORMATION AND IDENTIFICATION

Formation. The Partnership was formed as a limited partnership pursuant to the Act and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement.

Name, Office and Registered Agent. The name of the Partnership is AIREIT Operating Partnership LP.  The specified office and place of business of the Partnership shall be 518 17^th Street, 17^th Floor, Denver, Colorado 80202.  The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change.  The name and address of the Partnership’s registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

Partners.

(a)The General Partner of the Partnership is Ares Industrial Real Estate Income Trust Inc., a Maryland corporation.  Its principal place of business is the same as that of the Partnership.

(b)The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.

Term and Dissolution.

(c)The term of the Partnership shall be perpetual, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

(i)The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such

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partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement.

(ii)The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or

(iii)The election by the General Partner that the Partnership should be dissolved.

(d)Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof.  Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

Certificates Describing Partnership Units and Special Partnership Units. At the request of a Limited Partner, the General Partner, at its option, may issue (but in no way is obligated to issue) a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number and Class or Series of Partnership Units or Special Partnership Units owned and the Percentage Interest and Special Percentage Interest represented by such Partnership Units and Special Partnership Units as of the date of such certificate.  Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

This certificate is not negotiable. The Partnership Units and Special Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Limited Partnership Agreement of AIREIT Operating Partnership LP, as amended from time to time.

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BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner.  Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter.  The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

CAPITAL CONTRIBUTIONS AND ACCOUNTS

Capital Contributions. The General Partner and the Limited Partners have made capital contributions to the Partnership in exchange for the Partnership Interests set forth opposite their names on Exhibit A, as such Exhibit may be amended from time to time.   The Partners shall own Partnership Units or Special Partnership Units of the Class or Series and in the amounts set forth in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A. Notwithstanding the foregoing, the General Partner may keep Exhibit A current through separate revisions to the books and records of the Partnership that reflect periodic changes to the capital contributions made by the Partners and redemptions and other purchases of Partnership Units by the Partnership, and corresponding changes to the Partnership Interests of the Partners, without preparing a formal amendment to this Agreement, provided that such amendment shall be prepared upon the written request of any Limited Partner.  

Classes and Series of Partnership Units.

The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class T Units (which may be designated by the General Partner upon issuance as Series 1 Class T Units, Series 2 Class T Units or Series 3 Class T Units; provided, that all Class T Units issued to the General Partner shall be Series 1 Class T Units), Class I Units and Class D Units (which may be designated by the General Partner upon issuance as Series 1 Class D Units or Series 2 Class D Units; provided, that all Class D Units issued to the General Partner shall be Series 1 Class D Units).  Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

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Immediately following the time (if any) that the aggregate Series 3 Class T Investor Servicing Fees paid with respect to Series 3 Class T Units related to a single purchase of Interests in a Private Placement equals or exceeds such percentage of the Total Equity Amount as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer (provided that the Dealer Manager advises the General Partner’s transfer agent of such percentage in writing), all such Series 3 Class T Units (or fraction thereof) shall automatically convert to a number of Class I Units equal to the product of (i) the number of such Series 3 Class T Units and (ii) the Value of Class T Units divided by the Value of Class I Units.

Immediately following the time (if any) that the aggregate Series 2 Class D Investor Servicing Fees paid with respect to Series 2 Class D Units related to a single purchase of Interests in a Private Placement equals or exceeds such percentage of the Total Equity Amount as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer (provided that the Dealer Manager advises the General Partner’s transfer agent of such percentage in writing), all such Series 2 Class D Units (or fraction thereof) shall automatically convert to a number of Class I Units equal to the product of (i) the number of such Series 2 Class D Units and (ii) the Value of Class D Units divided by the Value of Class I Units.

Additional Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.3 or in Section 4.4, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership.  The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3.  Limited Partnership Interests will be issued to the General Partner in exchange for contributions by the General Partner to the capital of the Partnership of the proceeds received by the General Partners from the issuance of REIT Shares.

(e) Issuances of Additional Partnership Interests.

(i)General.  The General Partner is hereby authorized to cause  the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners, including but not limited to Partnership Units issued in connection with the issuance of REIT Shares of or other interests in the General Partner, Class I Units issued to the Special OP Unitholders in lieu of payments or distributions of the Performance Allocation, Partnership Units issued to the Advisor in lieu of cash fees pursuant to the Advisory Agreement and Partnership Units issued in connection with acquisitions of properties. Any additional Partnership Interests issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement or any other Classes), or one or more Series (including the Series specified in this Agreement or any other Series) of any of such Classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such Class or Series of

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Partnership Interests; (ii) the right of each such Class or Series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such Class or Series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner unless:

(A) the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.3 (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares, shall issue Partnership Interests consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares and shall issue Class D Units to the General Partner in connection with the issuance of Class D REIT Shares) and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner;

(1)the additional Partnership Interests are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests; or

(2)the additional Partnership Interests are issued to all Partners holding Partnership Units in proportion to their respective Percentage Interests.  

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii)Upon Issuance of Additional Securities.  The General Partner shall not issue any Additional Securities other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares, shall issue Partnership Interests consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares and shall issue Partnership Interests consisting of Class D Units to the General Partner in connection with the issuance of Class D REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership.  Without limiting the foregoing, the General Partner is expressly authorized to issue

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Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership.

(f)Certain Deemed Contributions of Proceeds of Issuance of REIT Shares.  In connection with any and all issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 hereof and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.2(a) hereof, and any such expenses shall be allocable solely to the Class of Partnership Units issued to the General Partner at such time.

Additional Funding. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise, provided, however, that the Partnership may not borrow money from its Affiliates, unless a majority of the Directors of the General Partner (including a majority of Independent Directors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable to the Partnership than comparable loans between unaffiliated parties.

Capital Accounts. A separate capital account (each a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv).  If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property, or money as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), or (iv) the Partnership grants a Partnership Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f).  When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Section 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has  not been reflected

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in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease.  If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part.  The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses (or items thereof) for the taxable year in which the adjustment occurs.  The allocation of Profits and Losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.

No Interest On Contributions.  No Partner shall be entitled to interest on its Capital Contribution.

Return Of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement.  Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

No Third Party Beneficiary.  No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns.  None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners.  In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act.  However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner.  Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

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PROFITS AND LOSSES; DISTRIBUTIONS

Allocation of Profit and Loss.

(h)General Partner Gross Income Allocation.  There shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period, before any other allocations are made hereunder, in an amount equal to the excess, if any, of  the cumulative distributions made to the General Partner under Section 6.5(b) hereof, over the cumulative allocations of Partnership income and gain to the General Partner under this Section 5.1(a).

(i)General Allocations.  The items of Profit and Loss and deduction of the Partnership for each fiscal year or other applicable period, other than any items allocated under Section 5.1(a), shall be allocated among the Partners in a manner that will, as nearly as possible (after giving effect to the allocations under Section 5.1(a), 5.1(c), 5.1(d), 5.1(e), 5.1(h), 5.1(i) and 5.3) cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated on the last day of such period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Values, taking into account any adjustments thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and the remaining cash proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.6; minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed as of the date of the hypothetical sale of assets.

(j)Nonrecourse Deductions; Minimum Gain Chargeback.  Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a “nonrecourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’ respective Percentage Interests, (ii) any expense of the Partnership that is a “partner nonrecourse deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner or Partners that bear the “economic risk of loss” with respect to the liability to which such deductions are attributable in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-(2)(g), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j).  A Partner’s “interest in partnership profits” for purposes of determining its share of the excess nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest.

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(k)Qualified Income Offset. If a Partner unexpectedly receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d). This Section 5.1(d) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.  After the occurrence of an allocation of income or gain to a Partner in accordance with this Section 5.1(d), to the extent permitted by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset the income or gain previously allocated to such Partner under this Section 5.1(d).

(l)Capital Account Deficits.  Loss (or items of expense or loss) shall not be allocated to a Limited Partner to the extent that such allocation would cause or increase a deficit in such Partner’s Capital Account at the end of any fiscal year (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5).  Any Loss or item of expense or loss in excess of that limitation shall be allocated to the General Partner.  After an allocation to the General Partner under the immediately preceding sentence, to the extent permitted by Regulations Section 1.704-1(b), Profit or items of income or gain shall be allocated to the General Partner in an amount necessary to offset the items allocated to the General Partner under the immediately preceding sentence.

(m)Allocations Between Transferor and Transferee.  If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners.  The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and profit and loss between the transferor and the transferee Partner.

(n)Definition of Profit and Loss.  “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specifically allocated pursuant to Section 5.1(a), 5.1(c), 5.1(d), 5.1(e) or 5.1(h).  All allocations of Profit and Loss (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4).  The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income,

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gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.  

Special Allocations of Class-Specific Items. To the extent that any items of income, gain, loss or deduction of the General Partner are allocable to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, Distribution Fees, such items, or an amount equal thereto, shall be specially allocated to the Classes or Series of Partnership Units corresponding to such Class or Classes of REIT Shares.

Curative Allocations. The allocations set forth in Section 5.1(c), (d) and (e) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations.  The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(i).  Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Sections 5.1(a), (b), (f) and (h).

Distribution of Cash.

(o)The Partnership may distribute cash on a monthly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.

(p)Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3, 5.5 of this Agreement, distributions shall be made to the Partners in accordance with their respective Percentage Interests on the Partnership Record Date, provided that the aggregate distribution made hereunder to the Class T Unitholders and the Class D Unitholders shall be reduced by the respective aggregate Distribution Fee payable by the General Partner with respect to Class T REIT Shares and Class D REIT Shares with respect to such Record Date. In applying this Section 5.2(b), the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special allocations among Classes of Partnership Units in accordance with Section

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5.1(h) hereof) or for other reasons as determined by the board of directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation; provided, however, that distributions with respect to Series 2 Class T Units shall be adjusted in the same manner but correspond to their specific Distribution Fee, which is equal to 0.35% per annum of the aggregate Net Asset Value Per Unit of the outstanding Series 2 Class T Units.

(q)Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special OP Unitholders shall be entitled to a distribution (the “Performance Allocation”), promptly following the end of each year (which shall accrue on a monthly basis) in an amount equal to:

(i)the lesser of (A) the amount equal to 12.5% of (1) the Annual Total Return Amount less (2) the Loss Carryforward, and (B) the amount equal to (x) the Annual Total Return Amount, less (y) the Loss Carryforward, less (z) the Hurdle Amount;

multiplied by:

(ii)the weighted-average number of Partnership Units outstanding during the applicable year, calculated in accordance with GAAP as applied on a consistent basis;

(iii) provided, that the Performance Allocation shall at no time be less than zero.  

Except as described in the definition of Loss Carryforward in this Agreement, any amount by which the Annual Total Return Amount falls below the Hurdle Amount will not be carried forward to subsequent periods. If the Performance Allocation is distributable pursuant to this Section 5.2(c), the Special OP Unitholders shall be entitled to such distribution even in the event that the total percentage return to OP Unitholders over any longer or shorter period, or the total percentage return to any particular OP Unitholder over the same, longer or shorter period, has been less than the Annual Total Return Amount used to calculate the Hurdle Amount.  The Special OP Unitholders shall not be obligated to return any portion of any Performance Allocation paid based on the General Partner’s or the Partnership’s subsequent performance.  

If the Performance Allocation is being calculated with respect to a year in which the General Partner completes a Liquidity Event, for purposes of determining the Annual Total Return Amount, the change in VPU shall be deemed to equal the difference between the Ending VPU as of the end of the prior calendar year and the value per Partnership Unit determined in connection with such Liquidity Event. In connection with a Listing, for purposes of determining the Annual Total Return Amount, the change in VPU shall be deemed to equal the difference between the Ending VPU as of the end of the prior calendar year and an amount equal to the market value of the Listed shares based upon the average closing price or, if the average closing price is not available, the average of the bid and asked prices, for the 30-day period beginning 90 days after such Listing. Upon a Liquidity Event other than a Listing, for purposes of determining the Annual

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Total Return Amount, the change in VPU shall be deemed to equal the difference between the Ending VPU as of the end of the prior calendar year and an amount equal to the consideration per Fund Interest received by holders of Fund Interests in connection with such Liquidity Event.

The Performance Allocation with respect to any calendar year is distributable after the completion of the NAV Calculations for December of such year.  The Performance Allocation shall be distributable for each calendar year in which the Advisory Agreement is in effect, even if the Advisory Agreement is in effect for a partial calendar year. If the Performance Allocation is distributable with respect to any partial calendar year, the Performance Allocation shall be calculated based on the annualized total return amount determined using the total return achieved for the period of such partial calendar year. In the event the Advisory Agreement is terminated or its term expires without renewal, the partial period Performance Allocation shall be calculated and due and distributable upon the date of such termination or non-renewal.  In such event, for purposes of determining the Annual Total Return Amount, the change in VPU shall be determined based on a good faith estimate of what the NAV Calculations would be as of that date; provided, that, if the Advisory Agreement is terminated with respect to a Liquidity Event, the Performance Allocation will be due and distributable in connection with such Liquidity Event and the Annual Total Return Amount will be calculated as set forth in in this Section 5.2(c). Notwithstanding anything to the contrary in this paragraph, upon the triggering of a Pro-Rata Period as defined in the General Partner’s share redemption program in effect as of the date hereof (as it may be amended from time to time, the “SRP”), distribution of the Performance Allocation shall be deferred until all REIT Share redemption requests under the SRP are satisfied.

In the event the Partnership commences a liquidation of its Assets during any calendar year, the Special OP Unitholders shall be distributed the Performance Allocation from the proceeds of the liquidation and the Performance Allocation shall be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the OP Unitholders.  The calculation of the Performance Allocation for any partial year shall be calculated consistent with the applicable provisions of this Section 5.2(c).

At the election of the Advisor, all or a portion of the Performance Allocation shall be paid instead to the Special OP Unitholders as a fee as set forth in Paragraph 9(a) of the Advisory Agreement. If the Advisor does not elect on or before the first day of a calendar year to have all or a portion of the Performance Allocation paid as a fee in cash to the Special OP Unitholders, then the Performance Allocation shall be distributable to the Special OP Unitholders as set forth in this Section 5.2(c).

The Performance Allocation may be payable in cash or as a distribution of Class I Units or any combination thereof at the election of the Special OP Unitholders. If the Special OP Unitholders elect to receive such distributions in Class I Units, the Special OP Unitholders will receive the number of Class I Units that results from dividing an amount equal to the value of the Performance Allocation by the NAV per Class I Unit at the time of such distribution. If the Special OP Unitholders elect to receive such distributions in Class I Units, the Special OP Unitholders may request the Partnership to redeem such Class I Units from the Special OP Unitholders at any time thereafter pursuant to Section 8.5.

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The measurement of the change in VPU for the purpose of calculating the Annual Total Return Amount is subject to adjustment by the board of directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the board of directors of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets.

The Partnership shall not calculate or accrue the Performance Allocation with respect to any year in which the General Partner has not determined an initial VPU in accordance with the Valuation Procedures.

(r)Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.  To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority.  A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee.  In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner.  In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount.  Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner.

Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(d) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.

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(s)In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

REIT Distribution Requirements.  The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to make shareholder distributions that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

No Right to Distributions in Kind.  No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

Limitations on Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

Distributions Upon Liquidation.   Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate.  Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after making the distribution to the Special OP Unitholders (or payment as a cash fee to the Special OP Unitholders, as applicable) called for by Section 5.2(c) in connection with a liquidation of the Partnership (which shall be deemed the liquidating distribution for the Special OP Unitholders) any remaining assets of the Partnership shall be distributed to all Partners such that the holder of each Partnership Unit receives an amount equal to the Net Asset Value Per Unit for each Partnership Unit held.  If, however, the remaining assets of the Partnership are not sufficient to pay in full the Net Asset Value Per Unit for each Partnership Unit, then the holders of Partnership Units of each Class or Series shall be distributed an amount equal to the product of (i) the remaining assets of the Partnership that are legally available for distribution to the Partners and (ii) the quotient obtained by dividing (A) the net asset value of the Partnership allocable to such Class or Series of Partnership Units by (B) the aggregate net asset value of the Partnership, all as calculated as described in the Valuation Procedures.  Amounts to be distributed to the holders of each Class or Series of Partnership Units shall be distributed among those holders in proportion to the number of Units of that Class or Series held by each holder.  After application of the foregoing, any remaining assets available for distribution to the Partners shall be distributed to the Partners in accordance with their Percentage Interests.

Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and

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distributing proceeds to, the Partners, pursuant to this Agreement.  To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Substantial Economic Effect.  It is the intent of the Partners that the allocations of Profit and Loss, under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto.  Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

RIGHTS, OBLIGATIONS AND
POWERS OF THE GENERAL PARTNER

Management of the Partnership.

(t)Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership.  Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i)to acquire, purchase, own, operate, lease, dispose and exchange of any Assets, that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;

(ii)to construct buildings and make other improvements on the properties owned or leased by the Partnership;

(iii)to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any Class or Series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv)to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(v)to pay, either directly or by reimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;

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(vi)to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(vii)to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement;

(viii)to lease all or any portion of any of the Partnership’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(ix)to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets;

(x)to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;

(xi)to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xii)to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;

(xiii)to determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute the same;

(xiv)to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xv)to retain other services of any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

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(xvi)to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

(xvii)to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

(xviii)to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

(xix)to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xx)to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose;

(xxi)to merge, consolidate or combine the Partnership with or into another Person;

(xxii)to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; and

(xxiii)to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(u)Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Delegation of Authority.  The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

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Indemnification and Exculpation of Indemnitees.

(v)To the fullest extent permitted by law, the Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that:  (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful.  Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

(w)The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(x)The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(y)The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(z)For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(aa)In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

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(bb)An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(cc)The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

Liability of the General Partner.

(dd)Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith.  The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(ee)The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions.  In the event of a conflict between the interests of its shareholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its shareholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its shareholders or the Limited Partner shall be resolved in favor of the shareholders.  The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(ff)Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents.  The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(gg)Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any

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taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(hh)Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

Reimbursement of General Partner.

(ii)Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(jj)The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

Outside Activities.  Subject to (a) Section 6.8 hereof, (b) the Charter and (c) any agreements entered into by the General Partner or its Affiliates with the Partnership, a Subsidiary or any officer, director, employee, agent, trustee, Affiliate or shareholder of the General Partner, the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership.  Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities.  None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

Employment or Retention of Affiliates.

(kk)Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.

(ll)The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner.  The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

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(mm)The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such  terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law and the REIT status of the General Partner.

(nn)Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and reasonable to the Partnership.

General Partner Participation.  The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

Title to Partnership Assets.  Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof.  Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner.  The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership or one or more Subsidiary Partnerships in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its commercially reasonable efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable.  All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Redemptions and Exchanges of REIT Shares.  

(oo)Redemptions. In the event the General Partner redeems any REIT Shares, then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units having the same Class designation as the redeemed REIT Shares (and always Series 1 of such Class of Partnership Units, if there are multiple Series) as determined based on the application of the Conversion Factor for that Class and Series of Partnership Units on the same terms that the General Partner redeemed such REIT Shares.  Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares (and always Series 1 of such Class of Partnership Units, if there are multiple Series), then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner that have the same Class designation as the REIT Shares that are subject to the offer. In the event any REIT Shares are redeemed by the General

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Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner’s Partnership Units having the same Class designation as the redeemed REIT Shares (and always Series 1 of such Class of Partnership Units, if there are multiple Series) for an equivalent purchase price based on the application of the Conversion Factor for that Class and Series of Partnership Units.

Exchanges. If the General Partner exchanges any REIT Shares of any Class (“Exchanged REIT Shares”) for REIT Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same Class designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor, for Partnership Units having the same Class designation as the Received REIT Shares on the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the holder of a Class of Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable number of Units having the same designation as the Received REIT Shares.  

No Duplication of Fees or Expenses. The Partnership may not incur or be responsible for any fee or expense (in connection with the Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner.

CHANGES IN GENERAL PARTNER

Transfer of the General Partner’s Partnership Interest.

(pp)The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(b), (c) or (d).

(qq)Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of Control of the General Partner (a “Transaction”), unless:

(i)the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained;

(ii)as a result of such Transaction all Limited Partners will receive or have the right to receive for each Partnership Unit of each Class or Series an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class or Series of Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders

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of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding such Class or Series of Partnership Units would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or

(iii)the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive in exchange for their Partnership Units of each Class or Series, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class or Series of Partnership Unit and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares having the same Class designation as the Partnership Units being exchanged.

(rr)Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i)  substantially all of the assets of the successor or surviving entity (the “Survivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class and Series after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and which a holder of Partnership Units of any Class or Series could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor for each Class or Series of Partnership Units. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.5 so as to approximate the existing rights and obligations set forth in Section 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder.

Subject to Section 6.4(b), in respect of any transaction described in this Section 7.1, the General Partner shall use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with

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the exercise of the fiduciary duties of the board of directors of the General Partner to the shareholders of the General Partner under applicable law.

(ss)Notwithstanding Section 7.1(b),

(i)a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and

(ii)the General Partner may engage in any transaction that is not required to be submitted to the vote of the holders of the REIT Shares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Admission of a Substitute or Additional General Partner.  A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(tt)the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with such admission shall have been performed;

(uu)if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(vv)counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that (x) the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

Effect of Bankruptcy, Withdrawal, Death or Dissolution  of a General Partner.

(ww)Upon the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, deemed removal or dissolution of the sole remaining  General Partner (except that, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is

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continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof.  The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

(xx)Following the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if a General Partner is, on the date of such occurrence, a partnership, the withdrawal of, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within ninety (90) days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of the Limited Partners holding a majority of the Percentage Interests of all Limited Partners.  If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Removal of a General Partner.

(yy)Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners.  The Limited Partners may not remove the General Partner, with or without cause.

(zz)If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by the Limited Partners in accordance with Section 7.3(b) hereof and otherwise admitted to the Partnership in accordance with Section 7.2 hereof.  At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner.  Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and the Limited Partners holding a majority of the Percentage Interest of all Limited Partners within ten (10) days following the removal of the General Partner.  In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser.  Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if

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the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than sixty (60) days after the removal of the General Partner.  In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value.

(aaa)The General Partnership Interest of a removed General Partner, during the time after the occurrence of an event described in Section 7.4(a) until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners.  Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).

(bbb)All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section.

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

Management of the Partnership.  The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

Power of Attorney.  Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.

Limitation on Liability of Limited Partners.  No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership.  A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder.  After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

Ownership by Limited Partner of Corporate General Partner or Affiliate.  No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in

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the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes.  The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

Redemption Right.

(ccc) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner other than the General Partner, after holding any Class or Series of Partnership Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of the Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class T REIT Shares (with respect to Eligible Units that are Series 1, Series 2, or Series 3 Class T Units), Class D REIT Shares (with respect to Eligible Units that are Series 1 or Series 2 Class D Units) or Class I REIT Shares (with respect to Eligible Units that are Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Eligible Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date.

Notwithstanding the foregoing, the Special OP Unitholders, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner. The Partnership shall redeem any Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units.  

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No Limited Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

(ddd)If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series 1, Series 2, or Series 3 Class T Units shall be redeemed for Class T REIT Shares, Tendered Units that are Class I Units shall be redeemed for Class I REIT Shares, Tendered Units that are Series 1 or Series 2 Class D Units shall be redeemed for Class D REIT Shares and (II) the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares equal to the product of (A) the REIT Shares Amount, and (B) the Applicable Percentage. Such number of REIT Shares shall be delivered by the General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Charter) and other restrictions provided in the Charter, the bylaws of the General Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Charter.

(eee)In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:

(1)A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);

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(2)A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date;

(3)An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit);

(4)With respect to any Cash Amount to be received by a Tendering Party, a waiver and release in a form acceptable to the General Partner; and

(5)An undertaking that all Partnership Units being delivered for redemption are free and clear of all liens, it being understood that the General Partner shall not be under any obligation to acquire Partnership Units which are or may be subject to any liens.

(6) Any other documents as the General Partner may reasonably require.

(fff)Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible.

(ggg)Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” under section 7704 of the Code.

(hhh)A redemption fee may be charged (other than to the Sponsor Parties and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been granted or a higher or lower fee was set forth in the applicable offering documents for the

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Partnership Units (or offering documents for a security or interest that was exchanged or converted for Partnership Units at the option of the Partnership or pursuant the terms of this Agreement), a redemption fee of 1.0% of the Cash Amount or REIT Shares Amount otherwise payable to a Limited Partner upon redemption of any Partnership Units (other than from the Sponsor Parties and their respective affiliates) pursuant to this Section 8.5 shall be paid by such Limited Partner to BC Exchange Industrial Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash Amount or REIT Shares Amount otherwise payable to such Limited Partner and pay it to BC Exchange Industrial Advisor Group LLC, on behalf of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered, or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue to collect and remit such redemption fees following the Unit Transaction), the Operating Partnership will be obligated to collect the redemption fees in connection with the closing of such Unit Transaction and remit the same to the applicable beneficiaries.

(iii)Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to the Partnership or the Parent, such Limited Partner shall assume and pay such transfer tax.

Distribution Reinvestment Plan.

OP Unitholders may have the opportunity to join the General Partner’s distribution reinvestment plan by completing an enrollment form which is available upon request.  A copy of the General Partner’s distribution reinvestment plan is also available upon request.  The shares of the General Partner’s common stock which may be issued under the General Partner’s distribution reinvestment plan are offered only by a prospectus.

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

Purchase for Investment.

(jjj)Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(kkk)Each Limited Partner agrees that he will not sell, assign or otherwise transfer his Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

Restrictions on Transfer of Limited Partnership Interests.

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(lll)Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each of the Sponsor Parties may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates or any trust, limited liability company, partnership, or other entity established by or at the direction of such Sponsor Party or any of its Affiliates without the consent of the General Partner.  Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect.  The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(mmm)No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer effected as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to Section 8.5.  Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(nnn)Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a Limited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(ooo)No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(ppp)No Transfer by a Limited Partner of its Partnership Interest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(qqq)No transfer by a Limited Partner of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations

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Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(rrr)Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(sss)Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Admission of Substitute Limited Partner.

(ttt)Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion, and upon the satisfactory completion of the following:

(i)The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii)To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii)The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iv)If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.

(v)The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.

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(vi)The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii)The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.

(uuu)For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(vvv)The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications.  The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

Rights of Assignees of Partnership Interests.

(www)Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(xxx)Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner.  The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

Joint Ownership of Interests.  A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are

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married or are related and share the same home as tenants in common.  The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners.  Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee.  The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death.  Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

Books and Records.  At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles, including:  (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all Certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act.  Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

Custody of Partnership Funds; Bank Accounts.

(yyy)All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

(zzz)All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).

Fiscal and Taxable Year.  The fiscal and taxable year of the Partnership shall be the calendar year.

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Annual Tax Information and Report. Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

Tax Matters Partner; Tax Elections; Special Basis Adjustments; Partnership Representative.

(aaaa)The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code.  As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner.  The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses.  In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

(bbbb)All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion.

(cccc)In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets.  Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement.  Each Partner will furnish the Partnership with all information necessary to give effect to such election.

(dddd)For all tax years beginning after December 31, 2017, this Section 10.5(d) shall apply, and all references to Code sections in this Section 10.5(d) refer to such sections of the Code as in effect after taking into account the amendments provided by the Bipartisan Budget Act of 2015 (P.L. 114). The Partners shall cause the Partnership to appoint the Tax Matters Partner or an affiliate thereof as the “partnership representative” to act on its behalf with respect to any audit, controversy, refund action, or other matter. Such “partnership representative” shall have the rights, power and authority to act as, and perform the duties and obligations of, the “partnership representative” (as such term is used in Section 6223 of the Code), provided that, to the maximum extent permitted by applicable law, the “partnership representative” shall have the same obligations, be subject to the same restrictions and limitations, and granted the rights and protections, in each case, as imposed on or granted to, the Tax Matters Partner under this Section 10.5(a) through (c). It is the intent of the Partners and the Partnership that, to the maximum extent permitted under applicable law, no income tax, interest, penalties or additions to tax shall ever be

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assessed against the Partnership pursuant to Sections 6221 or 6225 of the Code, and the Partnership, each of the Partners and any representative thereof shall take all actions (including but not limited to executing any election or consent) necessary to implement such intent. Notwithstanding anything to the contrary contained in this Agreement, upon the request of all Partners with a Percentage Interest of fifty percent (50%) or more, the Partnership and the “partnership representative” shall (i) cause the Partnership to elect out of the application of Section 6221 of the Code by making an election, where permissible, under Section 6221(b) of the Code or (ii) in the event of a “partnership adjustment” within the meaning of Section 6225 of the Code, cause the Partnership to make an election, where permissible under Section 6226 of the Code, to treat such “partnership adjustment” as an adjustment to be taken into account by each Partner (or former Partner) in accordance with Section 6226(b) of the Code. In the event the Partnership is liable for any imputed underpayment with respect to items of Partnership income, gain, loss, deduction or credit that should have been allocated to a Partner for the applicable year, such Partner shall promptly reimburse the Partnership for such amount and such reimbursement shall not be considered a Capital Contribution to the Partnership by such Partner. The foregoing shall apply even if the applicable Partner is no longer a Partner of the Partnership at the time the Partnership becomes liable for such imputed underpayment.

Reports to Limited Partners.

(eeee)As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

(ffff)Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner, provided such audit is made for Partnership purposes and is made during normal business hours.

Safe Harbor Election. The Partners agree that, in the event the Safe Harbor Regulation is finalized, the Partnership shall be authorized and directed to make the Safe Harbor Election and the Partnership and each Partner (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services while the Safe Harbor Election remains effective. The Tax Matters Partner shall be authorized to (and shall) prepare, execute, and file the Safe Harbor Election.

49

AMENDMENT OF AGREEMENT; MERGER

The General Partner’s consent shall be required for any amendment to this Agreement.  The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d),  and any other merger or consolidation of the Partnership, shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders:

(gggg)any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners;

(hhhh)any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof;

(iiii)any amendment that would alter the Partnership’s allocations of profit and loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof; or

(jjjj)any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

(kkkk)any amendment that would adversely affect the rights of the Special OP Unitholders under this Agreement.

GENERAL PROVISIONS

Notices.  All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth in Exhibit A attached hereto; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

50

Survival of Rights.  Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

Additional Documents.  Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

Severability.  If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

Entire Agreement.  This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

Pronouns and Plurals.  When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

Headings.  The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware; provided, however, that any cause of action for violation of federal or state securities laws shall not be governed by this Section 12.9.

Effectiveness.Pursuant to Section 17-201(d) of the Act, this Agreement shall be effective as of the date set forth in the Recitals.

51

IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Agreement, all as of the date first above written.

GENERAL PARTNER:

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC., a Maryland corporation

By:​ ​/s/ Jeffrey W. Taylor​ ​​ ​​ ​​ ​

Name: Jeffrey W. Taylor

Title: Managing Director and Co-President

LIMITED PARTNER:

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC., a Maryland corporation, on its own behalf and as attorney-in-fact for all Limited Partners other than the Special OP Unitholder

By:​ ​/s/ Jeffrey W. Taylor​ ​​ ​​ ​​ ​​ ​

Name: Jeffrey W. Taylor

Title: Managing Director and Co-President

SPECIAL OP UNITHOLDER:

BCI IV INCENTIVE FEE LP, a Delaware limited partnership, as sole Special OP Unitholder

By: AIREIT INCENTIVE FEE GP LLC, a Delaware limited liability company, as its General Partner

By: ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC, a Delaware limited liability company, as its sole member

By:​ ​/s/ Anton Feingold​ ​​ ​​ ​

Name: Anton Feingold

Title: Vice President

EXHIBIT A

As of January 1, 2022

Partner	Cash Contribution	Agreed Value of Capital Contribution	Partnership Units			Special Partnership Units	Percentage Interest	Special Percentage Interest
			Class I	Class T	Class W
GENERAL PARTNER:
Ares Industrial Real Estate Income Trust Inc. 518 17th Street, 17th Floor Denver, CO 80202	$2,000	$2,000	200	__	__	__	0.000%	__
ORIGINAL LIMITED PARTNER:
Ares Industrial Real Estate Income Trust Inc. 518 17th Street, 17th Floor Denver, CO 80202	$2,815,737,762	$2,815,737,762	39,478,492	209,486,765	14,305,332	__	99.504%	__
OTHER LIMITED PARTNERS	$13,275,770	$13,275,770	1,311,304	__	__	__	0.496%	__
SPECIAL OP UNITHOLDER:
AIREIT Incentive Fee LP 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067	$1,000	$1,000	__	__	__	100	__	100.0%
Totals	$2,691,153,766	$2,691,153,766	36,778,368	203,776,254	12,984,645	100	100.0%	100.0%

A-1

EXHIBIT B

NOTICE OF EXERCISE OF REDEMPTION RIGHT

In accordance with Section 8.5 of the Limited Partnership Agreement (the “Agreement”) of AIREIT Operating Partnership LP, the undersigned hereby irrevocably (i) presents for redemption [number] [Series and/or Class] Partnership Units in AIREIT Operating Partership LP in accordance with the terms of the Agreement and the Redemption Right referred to in Section 8.5 thereof, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

Dated:________ __, ___________________________________

(Name of Limited Partner)

______________________________

(Signature of Limited Partner)

______________________________

(Mailing Address)

______________________________

(City) (State) (Zip Code)

Signature Guaranteed by:

______________________________

If REIT Shares are to be issued, issue to:

Name: ____________________________

Social Security

or Tax I.D. Number: _________________

B-1

EX-10.16

EXECUTIONVERSION

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THISFIRSTAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDITAGREEMENT, datedasofNovember9,2022(this“Agreement”),isamongAIREITOPERATINGPARTNERSHIPLP(f/k/a BCI IV OPERATING PARTNERSHIP LP), a Delaware limited partnership (the “Borrower”), the other LoanParties(asdefinedintheAmendedCreditAgreement(definedbelow))solelyforpurposeofSection IV hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), and the Lenders party hereto.

RECITALS

WHEREAS,theBorrower,thelendersfromtimetotimepartythereto(the“Lenders”)andtheAgent arepartiestotheThirdAmendedandRestatedCreditAgreement,datedasofMarch31,2022(asamended, restated,modifiedorsupplementedpriortothedatehereof,the“Credit Agreement”;theCreditAgreement,as modifiedherebyandasfurtheramendedfromtimetotimeinaccordancewiththetermsthereof,the“AmendedCredit Agreement”).Termsusedbutnotdefinedhereinshallhavetherespectivemeaningsascribedtheretoin the Amended Credit Agreement.

WHEREAS,theBorrower,theAgent,andtheLenderspartyheretohaveagreedtoamendtheCredit Agreementinaccordancewithandsubjecttothetermsandconditionssetforthherein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged,thepartiesheretoagreeasfollows:

I.AMENDMENTS TO CREDIT AGREEMENT.Subject to the conditions precedent set forth in Section IIIbelow, as of the First Amendment Effective Date,the Credit Agreement is hereby amended as follows:

A.Section1.01oftheCreditAgreementisherebyamendedbyinsertingthefollowing definitions in proper alphabetical order therein:

“Mortgage” means a mortgage, deed of trust, deed to secure debt or similar security instrumentmadebyaPersonowninganinterestinrealestategrantingafirst-priorityLien on such interest in real estate as security for the payment of Indebtedness.

“Mortgage Backed Securities” means direct or indirect participations in, or direct or indirectparticipationsorinvestmentsthatarecollateralizedbyandpayablefrom,mortgage loans secured by real property, including, without limitation, mortgage loans utilizing a single asset, single borrower (SASB) structure, commercial mortgage backed securities (CMBS) structure, or commercial real estate collateralized loan obligations (CRE CLOs). Mortgage Backed Securities as used in this Agreement may or may not be issued or guaranteed by the full faith and credit of the U.S. government.

“Mortgage Receivable” means a loan or advance in respect of which any member of the ConsolidatedGroupisthelenderandthatissecuredbyaMortgageinfavorofsuchlender.

B.The definition of “Debt Instrument” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Debt Instrument” means any instrument evidencing a debt, including

Mortgage Receivables,mezzaninenotes,secondlienloans,preferredequityinvestmentsandBnotes,

but excluding Exchange Debt Investments, Mortgage Backed Securities, REIT preferred securities and REIT debt securities.

C.Thedefinitionof“TotalAsset Value”setforthinSection1.01oftheCreditAgreementis herebyamendedbyamendingandrestatingclauses(v)and(vi)thereofintheirrespectiveentireties as follows:

“(v)investmentsinDebtInstruments(basedoncurrentbookvalue)ofanymemberofthe Consolidated Group, Exchange Debt Investments (based on current book value) of any memberoftheConsolidatedGroupandREITstocks,REITpreferredsecurities,REITdebt securities or Mortgage Backed Securities (in each case based on current market value) of anymemberoftheConsolidatedGroup;providedthatnoExchangeDebtInvestmentshall be included under this clause if it relates to an Exchange Property already included in the calculationofTotalAssetValue;plus(vi)anamountequaltotheConsolidatedGroupPro RataShareofinvestmentsinDebtInstruments,ExchangeDebtInvestments,REITstocks, REIT preferred securities, REIT debt securities and Mortgage Backed Securities (in each case based on values described in clause (v) above) owned by Unconsolidated Affiliates, any Exchange Fee Titleholder or any Exchange Property Owner;”

D.Thedefinitionof“TotalSecuredIndebtedness”setforthinSection1.01oftheCredit Agreement is hereby amended by adding the following sentence at the end thereof:

“Fortheavoidanceofdoubt,repurchaseobligations(relatingtodebtorequityinvestments) shall be included in Total Secured Indebtedness.”

E.The definition of “Total Unencumbered Property Pool Value” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Total Unencumbered Property Pool Value” means, as of any date of calculation, the aggregate, without duplication, of: (a) the Unencumbered Property Values of all UnencumberedProperties;plus(b)anamountequaltoonehundredpercent(100%)ofthe then current bookvalue ofeach Exchange DebtInvestment, provided that such Exchange DebtInvestmentisnotsubjecttoanyLiensorencumbrancesandsolongastheExchange PropertyInvestorwithrespecttosuchExchangeDebtInvestmentisnotdelinquentthirty

(30)daysormoreinanypaymentofinterestorprincipalpaymentsthereunder;plus(c)the amount in excess of $10,000,000 of the total of (i) all Unrestricted Cash and Cash Equivalents,plus(ii)theamountofEligibleCash1031Proceedsresultingfromthesaleof UnencumberedProperties;plus(d)anamountequaltoonehundredpercent(100%)ofthe thencurrentbookvalueofeachDebtInstrumentownedbyamemberoftheConsolidated Group, provided that such Debt Instrument is not subject to any Liens or encumbrances andsolongastheborrowerwithrespecttosuchDebtInstrumentisnotdelinquentthirty

(30)daysormoreinanypaymentofinterestorprincipalpaymentsthereunder.

F.Thedefinitionof“UnencumberedInterestCoverageRatio”setforthinSection1.01ofthe Credit Agreement is hereby amended and restated in its entirety as follows:

“Unencumbered Interest Coverage Ratio”means,atanytime,(a)

UnencumberedProperty NOIforthemostrecentquarterplusinterestincomefromExchangeDebtInvestmentsand Debt Instruments (including without limitation Mortgage Receivables), annualized, dividedby(b)UnsecuredInterestExpensefortheimmediatelyprecedingcalendarquarter, annualized.

G. Section6.04oftheCreditAgreementisherebyamendedby(i)amendingandrestating clauses(d)through(f)thereofwiththefollowingclauses(d)through(g),and(ii)replacingeach referenceto“clauses(a)through(f)”inthefirstandlastsentencesthereofwiththetext“clauses

(a) through(g)”:

(d) DebtInstrumentsuptotenpercent(10%)ofTotalAssetValue;

(e)ExchangeDebtInvestmentsuptotwelveandonehalfpercent(12.5%)of Total Asset Value;

(f)REIT stocks, REIT preferred securities, REIT debt securities and Mortgage Backed Securities up to ten percent (10%) of Total Asset Value; and

(g)OwnershipofAssetsUnderDevelopment(whichforthispurposeshallbe thebookvalueplusthebudgetedcosttocomplete)uptotenpercent(10%)ofTotal Asset Value.

H.Section 6.12(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a)Minimum Unencumbered Interest Coverage Ratio.NotpermittheUnencumbered Interest Coverage Ratio to be less than 1.75:1.00.”

I.Section 6.12(c) of the Credit Agreement is hereby amended by amending and restatingclauses (x) and (xi) thereof with the following clauses (x) through (xii):

(x)TheTotalUnencumberedPropertyPoolValueattributableto(A)DebtInstruments shall not exceed ten percent (10%) and (B) Debt Instruments other than Mortgage Receivablesshallnotexceedsevenandonehalfpercent(7.5%),andanyamountinexcess of ten percent (10%) or seven and one half percent (7.5%), respectively, shall be disregarded for purposes of determining Total Unencumbered Property Pool Value, but shall not constitute a Default hereunder.

(xi)Investmentsofthetypedescribedinclauses(vi)through(x)aboveshallnotexceed an aggregate of thirty percent (30%) of Total Unencumbered Property Pool Value (determined after giving effect to any deductions for amounts that exceed the thresholds described in clauses (vi) through (x) above), and any amount in excess of such thirty percent (30%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(xii)Nomorethantenpercent(10%)ofTotalUnencumberedPropertyPoolValuemay beattributabletoUnencumberedPropertiesthatareleasedpursuanttoTaxIncentiveLease Agreements (as opposed to being owned in fee simple by the Borrower or a Subsidiary Guarantor), and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

II.REPRESENTATIONS.TheBorrower,onitsownbehalfand onbehalfof theother

Loan Parties, hereby represents, warrants and confirms that (A) the representations and warranties in Article III of the Amended Credit Agreementand theother Loan Documentsaretrueandcorrectin allmaterialrespects(except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the date hereof, except to the extent any such representationorwarrantyrelatessolelytoanearlierdate,inwhichcasesuchrepresentationorwarrantyshall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality,inwhichcasesuchrepresentationorwarrantyshallbetrueandcorrectinallrespects)onandasof such earlier date, and the representations and warranties contained in Section 3.04 of the Amended Credit Agreementshallbedeemedtorefertothemostrecentstatementsfurnishedpursuanttosubsections(a)or(b), asapplicable,ofSection 5.01oftheAmendedCreditAgreement,and(B)immediatelybeforeandaftergiving effecttothisAgreementonthedatehereof,noDefaultorEventofDefaultexists.

III.CONDITIONS TO EFFECTIVENESS.This Agreement will become effective on the first date (such date, the “First Amendment Effective Date”) on which each of the following conditionsis satisfied:

A.The Agent shall have received counterparts of this Agreement executed and delivered by the Borrower, the other Loan Parties, Required Lenders and the Agent.

B.The Agent shall have received a certificate of the Borrower, in form and substance reasonablysatisfactorytotheAgent,signedbyaFinancialOfficeroftheBorroweranddatedasof theFirstAmendmentEffectiveDate,certifyingthat(i)therepresentationsandwarrantiescontained inArticleIIIoftheAmendedCreditAgreementandtheotherLoanDocumentsaretrueandcorrect inallmaterialrespects(exceptinthecaseofarepresentationorwarrantyqualifiedbymateriality,in whichcasesuchrepresentationorwarrantyshallbetrueandcorrectinallrespects)onandasofthe First Amendment Effective Date, except to the extent any such representation or warranty relates solelytoanearlierdate,inwhichcasesuchrepresentationorwarrantyshallbetrueandcorrectinall materialrespects(exceptinthecaseofarepresentationorwarrantyqualifiedbymateriality,inwhich casesuchrepresentationorwarrantyshallbetrueandcorrectinallrespects)onandasofsuchearlier date, and the representations and warranties contained in Section 3.04 of the Amended Credit Agreementshallbedeemedtorefertothemostrecentstatementsfurnishedpursuanttosubsections

(a)or(b),asapplicable,ofSection 5.01oftheAmendedCreditAgreement,(ii)noDefaultorEventof Defaultexists,and(iii)attachedtheretoareproformacalculationsofthefinancialcovenantssetforth inSection6.11oftheAmended CreditAgreementandtheBorrowingBaseCovenants(which pro forma calculations may, in each case, take into account, among other things, the straight line rent treatment of any free rent periods for all leases that have commenced as of the First Amendment EffectiveDate),ineachcaseforthefiscalquarterofBorrowerendingJune30,2022.

C.The Agent shall have received all reasonable fees and other amounts due and payable by the Borrower to the Agent on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Amended Credit Agreement to be reimbursed or paid by the Borrower in connection herewith.

D.The Agent shall have received all information reasonably requested by the Agent or any Lender regarding the Borrower, the other Loan Parties, and the Trust in order to comply with the Patriot Act and similar “know your customer” requirements of the Agent and the Lenders.

E.As of the date hereof, both immediately before and immediately after entering into this Agreement, no Default or Event of Default exists.

TheAgentwillpromptlynotifytheBorrowerinwritingoftheoccurrenceoftheFirstAmendment

Effective Date.

IV.CONFIRMATION OF GUARANTY. Each Loan Party (a)confirms its obligations under the GuarantyorSubsidiaryGuaranty,asapplicable,(b)confirmsthatitsobligationsundertheAmendedCredit Agreement constitute “Obligations” (as defined in the Amended Credit Agreement), (c) confirms its guarantee oftheObligationsundertheGuarantyorSubsidiaryGuaranty,asapplicable,(d)confirmsthatitsobligations undertheAmendedCreditAgreementareentitledtothebenefitsoftheguaranteesetforthintheGuarantyor Subsidiary Guaranty, as applicable and (e) agrees that the Amended Credit Agreement is the “Credit Agreement”underandforallpurposesoftheGuarantyandSubsidiaryGuaranty,asapplicable.EachLoan Party,byitsexecutionofthisAgreement,herebyconfirmsthattheObligationsshallremaininfullforceand effect.

V.MISCELLANEOUS.

A.Eachpartyheretoagreesthat,exceptasspecificallyamendedhereby,theLoanDocuments shallremainunmodifiedandinfullforceandeffect.

B.On and after the date hereof, referencesintheAmendedCreditAgreementorinanyother LoanDocumenttotheLoanDocumentsshallbedeemedtobereferencestotheLoanDocumentsas amendedherebyandasfurtheramended,restated,modifiedorsupplementedfromtimetotime.This Agreement shall constitute a Loan Document.

C.ThisAgreementmaybeexecutedinanynumberofcounterparts,allofwhichtakentogether shallconstituteoneagreement,andanyofthepartiesheretomayexecutethisAgreementbysigning anysuchcounterpart.DeliveryofanexecutedcounterpartofasignaturepageofthisAgreementby telecopyorelectronicmailmessageshallbeeffectiveasdeliveryofamanuallyexecutedcounterpart of this Agreement.

D.ThisAgreementshallbeconstruedinaccordancewithandgovernedbythelawoftheState ofNewYork.Section 9.09oftheAmendedCreditAgreementisincorporatedhereinbyreference, mutatis mutandis.

E.AnyprovisioninthisAgreementthatisheldtobeinoperative,unenforceable,orinvalidin anyjurisdictionshall,astothatjurisdiction,beinoperative,unenforceable,orinvalidwithoutaffecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provisioninanyotherjurisdiction,andtothisendtheprovisionsofthisAgreementaredeclaredtobe severable.

F.The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to (i) any document to be signed by any Lender, Titled Agent, Issuing Bank or Swingline Lender(collectively,the“Lender Parties”),inconnectionwiththisAgreementandthetransactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keepingofrecordsinelectronicform;and(ii)anydocumenttobesignedbytheBorrowerorany other Loan Party in connection with this Agreement and the transactions contemplated hereby shall be deemedtoincludeelectronicsignatures,eachofwhichshallbeofthesamelegaleffect,validityor enforceabilityasa manuallyexecuted signatureof such LenderParty,the Borrowerorother Loan Party,ortheuseofapaper-basedrecordkeepingsystemwithrespecttosuchLenderParty,asthecase may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Agent is under no obligationtoagreetoacceptelectronicsignaturesfromanyLenderParty,theBorrowerorotherLoan PartyinanyformorinanyformatunlessexpresslyagreedtobytheAgentpursuanttoprocedures approvedbyit;providedfurtherthat,upontherequestofthe

AdministrativeAgent,anysuchelectronic signatureshallbefollowedbyamanuallyexecutedversionthereof.Eachoftheundersignedhereby

(i)agreesthat, for allpurposes, electronicimagesof this Amendment(including withrespectto anyof theLenderParties’signaturepagesthereto)shallhavethesamelegaleffect,validity,admissibilityinto evidenceandenforceabilityasanypaperoriginal,and(ii)waivesanyargument,defenseorrightto contestthevalidity,admissibilityintoevidenceorenforceabilityofthisAgreementbasedsolelyonthe lackofpaperoriginalcopieshereof,includingwithrespecttoanyoftheLenderParties’signatures hereto.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

	AIREIT OPERATING PARTNERSHIP LP, a Delaware limited partnership
By:	Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner
By:	/s/ SCOTT SEAGER
Name:	Scott Seager
Title:	Principal, Chief Financial Officer and Treasurer

	ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC., a Maryland corporation
By:	/s/ SCOTT SEAGER
Name:	Scott Seager
Title:	Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS:

AIREIT 101 CORPORA TE IC LLC

AIREIT 1201 LOGISTICS WAY LLC

AIREIT BOLINGBROOK LC I LLC

AIREIT BOLINGBROOK LC II LLC

AIREIT CHICAGO INDUSTRIAL CENTER LLC

AIREIT CROSSROADS DC I LLC

AIREIT CROSSROADS DC II LLC

AIREIT ELGIN INDUSTRIAL CENTER LLC

AIREIT ENTERPRISE IC LLC

AIREIT HOAGLAND DC LLC

AIREIT I-465 EAST LC LLC

AIREIT I-80 LOGISTICS CENTER LLC

AIREIT INNOVATION CORPORATE PARK LLC

AIREIT MEDLEY 104 IC LLC

AIREIT REMINGTON IC LLC

AIREIT TECHNOLOGY IC LLC

AIREIT TRADEPORT LC LLC

BCI IV 355 LOGISTICS CENTER LLC

BCI IV 7A DC II LLC

BCI IV 7A DC LLC

BCI IV AIR COMMERCE CENTER LLC

BCI IV AIRPARK INTERNATIONAL LOGISTICS CENTER LLC

BCI IV AURORA CORPORATE CENTER LLC

BCI IV AVENUE B INDUSTRIAL CENTER LLC

BCI IV CALIFORNIA BUSINESS CENTER LLC

BCI IV CARLSTADT IC LLC

BCI IV COMMERCE FARMS LOGISTICS CENTER LLC

BCI IV EAGLEPOINT LC LLC

BCI IV EXECUTIVE AIRPORT DC III LLC

BCI IV GREATER BOSTON IC I LLC

BCI IV GREATER BOSTON IC II LLC

BCI IV HEBRON LC LLC

BCI IV I-24 IC LLC

BCI IV LAKEWOOD LOGISTICS CENTER I LLC

BCI IV LAKEWOOD LOGISTICS CENTER V LLC

BCI IV LIMA DC LLC

BCI IV MADISON DC LLC

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

the sole member of each of the foregoing entities

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager

Title: Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV RICHMOND LOGISTICS CENTER LLC

BCI IV RIGGS HILL INDUSTRIAL CENTER LLC

BCI IV SAN ANTONIO LOGISTICS CENTER LLC

BCI IV SILICON VALLEY IC LLC

BCI IV SOUTHPARK CC I LLC

BCI IV SOUTHPARK CC II LLC

BCI IV WESTLAKE LC LLC

BCI IV WINDWARD RIDGE BC LLC

IPT AVENEL DC URBAN RENEWAL LLC

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

the sole member of each of the foregoing entities

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

AIREIT 350 LOGISTICS CENTER LLC

AIREIT BLUFF ROAD LC LLC

AIREIT DECATUR DC LLC

AIREIT STATELINE DC LLC

AIREIT THOMPSON MILL IC LLC

By:AIREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By:AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​​ ​

Name:Scott Seager

Title: Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

AIREIT 4 STUDEBAKER CC LP,

a Delaware limited partnership

By:AIREIT 4 Studebaker CC GP LLC,

a Delaware limited liability company,

its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

AIREIT FORT WORTH DC LP,

a Delaware limited partnership

By:AIREIT Fort Worth DC GP LLC,

a Delaware limited liability company,

its general partner

By:AIREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By:AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

AIREIT GARLAND DC LP,

a Delaware limited pa1tnership

By:AIREIT Garland DC GP LLC,

a Delaware limited liability company,

its general partner

By:AIREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By:AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

AIREIT INDUSTRY CC LP,

a Delaware limited partnership

By:AIREIT Industry CC GP LLC,

a Delaware limited liability company,

its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

AIREIT SKYLINE DC LP,

a Delaware limited partnership

By:AIREIT Skyline DC GP LLC,

a Delaware limited liability company,

its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

AIREX PORTFOLIO V TRS LLC,

a Delaware limited liability company

By:Ares Industrial Real Estate Exchange LLC,

a Delaware limited liability company,

its sole member

By:AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV PORT 146 DC LP,

a Delaware limited partnership

By:BCI IV Port 146 DC GP LLC,

a Delaware limited liability company,

its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV PALM BEACH CC LLC

BCI IV POMPANO IC LLC

BCI IV TRADE ZONE IC LLC

BCI IV CHICAGO IC LLC

BCI IV UPLAND DC LLC

BCI IV SALT LAKE CITY DC LLC

BCI IV SALT LAKE CITY DC II LLC

BCI IV KENT IP LLC

BCI IV RENTON DC LLC

BCI IV WEST VALLEY DC II LLC

BCI IV AUBURN 167 IC LLC

BCI IV TACOMA CC LLC

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company,

the sole member of each of the foregoing entities

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV AIRPORT IC LP,

a Delaware limited partnership

By:BCI IV Airport IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV MONTE VISTA IC LP,

a Delaware limited partnership

By:BCI IV Monte Vista IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV EXECUTIVE AIRPORT DC II LLC,

a Delaware limited liability company

By:BCI IV BR LLC,

a Delaware limited liability company, its sole member

By:BCI IV Executive Airport DC II Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV MARIGOLD DC LP,

a Delaware limited partnership

By:BCI IV Marigold DC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV INTERMODAL LOGISTICS CENTER LP,

a Delaware limited partnership

By:BCI IV Intermodal Logistics Center GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV MIRALOMA IC LP,

a Delaware limited partnership

By:BCI IV Miraloma IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV NELSON INDUSTRIAL CENTER LP,

a Delaware limited pa11nership

By:BCI IV Nelson Industrial Center GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV RANCHO CUCAMONGA BC LP,

a Delaware limited partnership

By:BCI IV Rancho Cucamonga BC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland Corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV BRODHEAD DC LLC,

a Delaware limited liability company

By:BCI IV Brodhead DC Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV LAPORTE DC LP,

a Delaware limited partnership

By:BCI IV LaPorte DC GP LLC,

a Delaware limited liability company, its general partner

By:BTC I REIT B LLC,

a Delaware limited liability company, its sole member

By:IPT BTC I GP LLC,

a Delaware limited liability company, its manager

By:AIREIT Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV IRON RUN DC II LLC,

a Delaware limited liability company

By:BCI IV Iron Run DC II Holdco LLC,

a Delaware limited liability company, its managing member

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV MECHANICSBURG DC LLC,

a Delaware limited liability company

By:BCI IV Mechanicsburg DC Holdco LLC,

a Delaware limited liability company, its managing member

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV STOCKTON DC II LP,

a Delaware limited partnership

By:BCI IV Stockton DC II GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV STOCKTON INDUSTRIAL CENTER LP,

a Delaware limited partnership

By:BCI IV Stockton Industrial Center GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV TRACY DC LP,

a Delaware limited partnership

By:BCI IV Tracy DC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV TRACY DC II LP,

a Delaware limited partnership

By:BCI IV Tracy DC II GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV ETIWANDA IC LP,

a Delaware limited partnership

By:BCI IV Etiwanda IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV VALENCIA IC LP,

a Delaware limited partnership

By:BCI IV Valencia IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV STONEWOOD LOGISTICS CENTER LLC,

a Delaware limited liability company

By:BCI IV Stonewood LC Holdco LLC,

a Delaware limited liability company, its sole and managing member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

BCI IV COLONY CROSSING LP,

a Delaware limited partnership

By:BCI IV Colony Crossing GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV MONUMENT BP LP,

a Delaware limited partnership

By:BCI IV Monument BP GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By:/s/ SCOTT SEAGER​ ​​ ​

Name:Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
By:	/s/ CRAIG V. KOSHKARIAN
Name:	Craig V. Koshkarian
Title:	Director

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	Name of Institution: Eastern Bank, as a Lender
By:	/s/ JARED H. WARD
Name:	Jared H. Ward
Title:	Senior Vice President
	[If second signature block is necessary]
By:
Name:
Title:

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	Name of Institution: ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ MITCHELL VEGA
Name:	Mitchell Vega
Title:	Senior Vice President

	REGIONS BANK, as a Lender
By:	/s/ GHI S. GAVIN
Name:	Ghi S. Gavin
Title:	Senior Vice President

	Truist Bank, as a Lender
By:	/s/ CHRISTOPHER D. DANIELS
Name:	Christopher D. Daniels
Title:	Director

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	Name of Institution: GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ KESHIA LEDAY
Name:	Keshia Leday
Title:	Authorized Signatory

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	THE HUNTINGTON NATIONAL BANK, as a Lender
By:	/s/ ERIN L. MAHON
Name:	Erin L. Mahon
Title:	Assistant Vice President

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	Name of Institution: Bank of America, N.A., as a Lender
By:	/s/ KYLE PEARSON
Name:	Kyle Pearson
Title:	Vice President

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	U.S. Bank National Association, as a Lender
By:	/s/ TRAVIS MYERS
Name:	Travis Myers
Title:	Vice President

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ RYAN DEMPSEY
Name:	Ryan Dempsey
Title:	Authorized Signatory

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	Name of Institution: Zions Bancorporation, N.A., dba Vectra Bank Colorado, as a Lender
By:	/s/ H. SHAW THOMAS
Name:	H. Shaw Thomas
Title:	Senior Vice President

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	Name of Institution: Pinnacle Bank, a Tennessee Bank, as a Lender
By:	/s/ J. PATRICK DAUGHERTY
Name:	J. Patrick Daugherty
Title:	Senior Vice President

	SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMONG AIREIT OPERATING PARTNERSHIP LP, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION,AS ADMINISTRATIVE AGENT
	Name of Institution: CITIBANK, N.A., as a Lender
By:	/s/ SCOTT DUNLEVIE
Name:	Scott Dunlevie
Title:	Authorized Signatory
	[If second signature block is necessary]
By:
Name:
Title:

EX-10.17

Exhibit 10.17

CREDIT AGREEMENT

dated as of

May 6, 2021

among

BCI IV OPERATING PARTNERSHIP LP,
as Borrower,

JPMORGAN CHASE BANK , N.A.,
as Administrative Agent,
Joint Lead Arranger and Joint Bookrunner

WELLS FARGO BANK, N.A.,
BANK OF AMERICA, N.A.,
PNC BANK, NATIONAL ASSOCIATION, and
TRUIST BANK,
as Co-Syndication Agents,

WELLS FARGO SECURITIES, LLC,
as Joint Lead Arranger and Joint Bookrunner

BOFA SECURITIES, INC.,
PNC CAPITAL MARKETS, and
TRUIST SECURITIES, INC.,
as Joint Lead Arrangers,

and

THE LENDERS PARTY THERETO

TABLE OF CONTENTS

Page

ARTICLE IDefinitions‌1

SECTION 1.01.Defined Terms‌1

SECTION 1.02.Classification of Loans and Borrowings‌36

SECTION 1.03.Terms Generally‌36

SECTION 1.04.Accounting Terms; GAAP‌36

SECTION 1.05.Consolidation of Variable Interest Entities‌36

SECTION 1.06.Interest Rates; LIBOR Notification‌37

SECTION 1.07.Divisions‌37

ARTICLE IIThe Credit Facility‌38

SECTION 2.01.Commitments‌38

SECTION 2.02.Loans and Borrowings‌38

SECTION 2.03.Requests for Borrowings‌38

SECTION 2.04.Reserved‌39

SECTION 2.05.Reserved‌39

SECTION 2.06.Reserved‌39

SECTION 2.07.Funding of Borrowings‌39

SECTION 2.08.Interest Elections‌39

SECTION 2.09.Termination and Reduction of Commitments‌40

SECTION 2.10.Repayment of Loans; Evidence of Debt‌41

SECTION 2.11.Prepayment of Loans‌42

SECTION 2.12.Fees‌42

SECTION 2.13.Interest‌42

SECTION 2.14.Alternate Rate of Interest‌43

SECTION 2.15.Increased Costs‌45

SECTION 2.16.Break Funding Payments‌46

SECTION 2.17.Payments Free of Taxes‌47

SECTION 2.18.Payments Generally; Pro Rata Treatment; Sharing of Set-offs‌50

SECTION 2.19.Mitigation Obligations; Replacement of Lenders‌52

SECTION 2.20.Defaulting Lenders‌53

SECTION 2.21.Addition and Removal of Unencumbered Properties‌53

SECTION 2.22.Funds Transfer Disbursements‌54

ARTICLE IIIRepresentations and Warranties‌54

SECTION 3.01.Organization; Powers‌54

SECTION 3.02.Authorization; Enforceability‌54

i

SECTION 3.03.Governmental Approvals; No Conflicts‌54

SECTION 3.04.Financial Condition; No Material Adverse Change‌54

SECTION 3.05.Properties‌55

SECTION 3.06.Litigation and Environmental Matters‌55

SECTION 3.07.Compliance with Laws and Agreements‌55

SECTION 3.08.Investment Company Status‌55

SECTION 3.09.Taxes‌55

SECTION 3.10.ERISA‌55

SECTION 3.11.Disclosure‌57

SECTION 3.12.Anti-Corruption Laws and Sanctions‌57

SECTION 3.13.Unencumbered Properties‌57

SECTION 3.14.Subsidiaries; Equity Interests‌59

SECTION 3.15.REIT Status‌59

SECTION 3.16.No Default‌59

SECTION 3.17.Beneficial Ownership Certification‌59

SECTION 3.18.Affected Financial Institution‌59

ARTICLE IVConditions‌60

SECTION 4.01.Effective Date of Obligations to Make Loans‌60

SECTION 4.02.Each Credit Event‌61

ARTICLE VAffirmative Covenants‌61

SECTION 5.01.Financial Statements; Ratings Change and Other Information‌62

SECTION 5.02.Notices of Material Events‌63

SECTION 5.03.Existence; Conduct of Business‌64

SECTION 5.04.Payment of Obligations‌64

SECTION 5.05.Maintenance of Properties; Insurance‌64

SECTION 5.06.Books and Records; Inspection Rights‌64

SECTION 5.07.Compliance with Laws‌64

SECTION 5.08.Use of Proceeds‌65

SECTION 5.09.Accuracy of Information‌65

SECTION 5.10.REIT Status‌65

SECTION 5.11.Subsidiary Guaranties‌65

SECTION 5.12.Investor Guaranties‌67

SECTION 5.13.No Plan Assets‌67

ARTICLE VINegative Covenants‌67

SECTION 6.01.Indebtedness; Negative Pledges‌67

SECTION 6.02.Liens‌68

ii

SECTION 6.03.Fundamental Changes‌68

SECTION 6.04.Investments, Loans, Advances, Guarantees and Acquisitions‌69

SECTION 6.05.Swap Agreements‌69

SECTION 6.06.Restricted Payments‌69

SECTION 6.07.Transactions with Affiliates‌70

SECTION 6.08.Reserved‌70

SECTION 6.09.Transfers of Direct or Indirect Interests in Borrower‌70

SECTION 6.10.Sanctions Laws and Regulations‌70

SECTION 6.11.Financial Covenants‌70

SECTION 6.12.Borrowing Base Covenants‌71

SECTION 6.13.Exchange Property; Exchange Fee Titleholders‌73

SECTION 6.14.Special Provisions regarding Permitted Tax Incentive Transactions.‌73

ARTICLE VIIEvents of Default‌74

SECTION 7.01.Events of Default‌74

SECTION 7.02.Application of Funds‌76

ARTICLE VIIIThe Administrative Agent‌76

SECTION 8.01.Authorization and Action‌76

SECTION 8.02.Administrative Agent’s Reliance, Limitation of Liability, Etc‌79

SECTION 8.03.Posting of Communications‌80

SECTION 8.04.The Administrative Agent Individually.‌81

SECTION 8.05.Successor Administrative Agent‌82

SECTION 8.06.Acknowledgements of Lenders‌83

SECTION 8.07.Certain ERISA Matters‌84

ARTICLE IXMiscellaneous‌86

SECTION 9.01.Notices‌86

SECTION 9.02.Waivers; Amendments‌87

SECTION 9.03.Expenses; Indemnity; Damage Waiver‌88

SECTION 9.04.Successors and Assigns‌89

SECTION 9.05.Survival‌93

SECTION 9.06.Counterparts; Integration; Effectiveness; Electronic Execution‌93

SECTION 9.07.Severability‌95

SECTION 9.08.Right of Setoff‌95

SECTION 9.09.Governing Law; Jurisdiction; Consent to Service of Process‌95

SECTION 9.10.WAIVER OF JURY TRIAL‌96

SECTION 9.11.Headings‌96

SECTION 9.12.Confidentiality‌96

iii

SECTION 9.13.Material Non-Public Information‌97

SECTION 9.14.Interest Rate Limitation‌97

SECTION 9.15.Authorization to Distribute Certain Materials to Public-Siders‌97

SECTION 9.16.Reserved‌98

SECTION 9.17.USA PATRIOT Act‌98

SECTION 9.18.ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF AFFECTED FINANCIAL INSTITUTIONS‌98

SECTION 9.20.No Fiduciary Duty, etc‌98

SECTION 9.21.Acknowledgement Regarding Any Supported QFCs‌99

SCHEDULES:

Schedule 1.01(g) Existing Liens

Schedule 2.01 Commitments

Schedule 3.06 Disclosed Matters

Schedule 3.13 Unencumbered Properties

Schedule 3.14 Subsidiaries

Schedule 6.01 Restrictions and Conditions

Schedule 6.07Agreements with Affiliates

iv

CREDIT AGREEMENT

CREDIT AGREEMENT (this “Agreement”), dated as of May 6, 2021, among BCI IV OPERATING PARTNERSHIP LP, a Delaware limited partnership, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RECITALS

WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders desire to make available to the Borrower, a delayed draw term loan credit facility in the maximum amount of $600,000,000 on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ARTICLE IDefinitions

 Defined Terms.As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted EBITDA” means, Consolidated EBITDA minus, with respect to Properties owned by the Consolidated Group, the Capital Expenditure Reserve, and minus, with respect to Properties owned by Unconsolidated Affiliates, the Consolidated Group Pro Rata Share of the Capital Expenditure Reserve.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.  

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advisor” means BCI IV Advisors LLC.  

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent-Related Person” has the meaning assigned to it in Section 9.03(d).

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.  If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.  For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Ancillary Document” has the meaning assigned to it in Section 9.06(b).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Trust, the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided that, in the case of Section 2.20 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment.  If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Applicable Rate” means the following basis points per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(d):

CATEGORY	LEVERAGE RATIO	EURODOLLAR APPLICABLE MARGIN	ABR APPLICABLE MARGIN
1	< 40%	135.00	35.0
2	>40% and <45%	140.0	40.0
3	>45% and <50%	155.0	55.0
4	>50% and <55%	165.0	65.0
5	>55% and <60%	195.0	95.0
6	>60%	220.0	120.0

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Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date the certificate is delivered pursuant to Section 5.01(d) (a “Compliance Certificate”); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, the then-highest Category shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day after the date on which such Compliance Certificate is delivered.  The Applicable Rate in effect from the Effective Date through the date of the next change in the Applicable Rate pursuant to the preceding sentence shall be determined based upon Category 1.

“Approved Electronic Platform” has the meaning assigned to it in Section 8.03(a).

“Approved Fund” has the meaning assigned to such term in Section 9.04(b).

“Asset Under Development” means any Property (a) for which the Consolidated Group is actively pursuing construction, major renovation, or expansion of such Property or (b) for which no construction has commenced but all necessary entitlements (excluding foundation, building and similar permits) have been obtained in order to allow the Consolidated Group to commence constructing improvements on such Property.  Notwithstanding the foregoing, tenant improvements in a previously constructed Property shall not be considered an Asset Under Development and with respect to any existing Property only the major renovation or expansion portion of such Property shall be considered an Asset Under Development.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Effective Date to and including the Facility Commitment Expiration Date.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.14.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian,

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assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“BAQ” means the Administrative Agent’s questionnaire dated the same date as this Agreement containing disbursement instructions, rate elections and other administrative matters completed and executed by the Borrower.

“Benchmark” means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.14.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2)the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3)the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice,  on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1)for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a)the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b)the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2)for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

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(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;

(3)in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 2.14(c); or

(4)in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

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For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, or such other form as may be approved by the Administrative Agent.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” means BCI IV OPERATING PARTNERSHIP LP, a Delaware limited partnership .

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“Borrowing Base Covenants” means the covenants in Section 6.12.

“Borrowing Request” means a request by the Borrower in the form attached hereto as Exhibit H for a Loan to be delivered to Administrative Agent in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditure Reserve” means $0.10 per square foot of leasable space (as annualized for the applicable ownership period).

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capitalization Rate” means six percent (6.00%).  

“Cash Equivalents” means, as of any date:

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(i)securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities of not more than one year from such date;

(ii)mutual funds organized under the United States Investment Company Act rated AAm or AAm-G by S&P and P-1 by Moody’s;

(iii)certificates of deposit or other interest-bearing obligations of a bank or trust company which is a member in good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1 by S&P and not less than P-1 by Moody’s (or in each case, if no bank or trust company is so rated, the highest comparable rating then given to any bank or trust company, but in such case only for funds invested overnight or over a weekend) provided that such investments shall mature or be redeemable upon the option of the holders thereof on or prior to a date one month from the date of their purchase;

(iv)certificates of deposit or other interest-bearing obligations of a bank or trust company which is a member in good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1+ by S&P, and not less than P-1 by Moody’s and which has a long term unsecured debt rating of not less than A1 by Moody’s (or in each case, if no bank or trust company is so rated, the highest comparable rating then given to any bank or trust company, but in such case only for funds invested overnight or over a weekend) provided that such investments shall mature or be redeemable upon the option of the holders thereof on or prior to a date three months from the date of their purchase;

(v)bonds or other obligations having a short term unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A1 by Moody’s issued by or by authority of any state of the United States, any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing;

(vi)repurchase agreements issued by an entity rated not less than A-1+ by S&P, and not less than P-1 by Moody’s which are secured by U.S. Government securities of the type described in clause (i) of this definition maturing on or prior to a date one month from the date the repurchase agreement is entered into;

(vii)short term promissory notes rated not less than A-1+ by S&P, and  not less than P-1 by Moody’s maturing or to be redeemable upon the option of the holders thereof on or prior to a date one month from the date of their purchase; and

(viii)commercial paper (having original maturities of not more than three hundred sixty-five (365) days) rated at least A-1+ by S&P and P-1 by Moody’s and issued by a foreign or domestic issuer who, at the time of the investment, has outstanding long-term unsecured debt obligations rated at least A1 by Moody’s.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) of Equity Interests representing thirty percent (30%) or more of the of the voting stock of Trust; (b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors or trustees of the Trust (the “Board”) by Persons who were not (i) members of the Board on the date of this Agreement or (ii) nominated or appointed by the Board; (c) Trust consolidates with, is acquired by, or merges into or with any Person (other than a

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consolidation or merger in which the Trust is the continuing or surviving entity); or (d) Trust fails to own, directly or indirectly, seventy percent (70%) of the Equity Interests of Borrower and be the sole general partner of Borrower (except for a merger of the Borrower into the Trust as permitted by Section 6.03(a)).

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority, or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Commitment” or opposite such caption in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant to Section 2.09 and (b) any reduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial aggregate amount of the Lenders’ Commitments is $600,000,000.00.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Lender by means of electronic communications pursuant to Section 8.03(c), including through an Approved Electronic Platform.

“Compliance Certificate” means a certificate substantially in the form of Exhibit G.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Debt Service” means, for any period, without duplication, (a) Recurring Interest Expense for such period plus (b) the aggregate amount of scheduled principal payments attributable to Total Indebtedness (excluding optional prepayments and prepayment premiums and scheduled balloon principal payments in respect of any such Indebtedness which is not amortized through periodic installments of principal and interest over the term of such Indebtedness) required to be made during such period by any member of the Consolidated Group plus (c) a percentage of all such scheduled principal payments required to be made during such period by any Unconsolidated Affiliate on Indebtedness (excluding optional prepayments and prepayment premiums and scheduled balloon principal payments with respect to any such indebtedness which is not amortized through periodic installments of principal and interest over the term of such Indebtedness) taken into account in calculating Recurring Interest Expense, equal to the greater of (x) the percentage of the principal amount of such Indebtedness for which any member of the Consolidated Group is liable and (y) the Consolidated Group Pro Rata Share of such Unconsolidated Affiliate.

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“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) adjustments for straight line rent, which adjustment may be included or excluded at Borrower’s discretion, plus (b) to the extent deducted from revenues in determining Consolidated Net Income, (i) Recurring Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) impairment charges, (vi) amounts deducted as a result of the application of FAS 141 as it pertains to above-market rents, (vii) non-cash expenses related to employee and trustee stock and stock option plans, (viii) non-recurring financing, acquisition and disposition related fees and costs, (ix) extraordinary losses incurred other than in the ordinary course of business, and (x) any Performance Fees paid in cash, provided that any addback of such payment pursuant to this clause (x) will only be permitted if payment of such Performance Fees is subordinated to payment of the Obligations pursuant to a subordination agreement substantially the same as the one delivered for the Expense Support Agreement prior to the Effective Date or otherwise on terms reasonably acceptable to the Administrative Agent (it being acknowledged and agreed that the Performance Fees are not required to be subordinated unless Borrower desires to add back Performance Fees as provided in this clause (x)), minus (c) to the extent added to revenues in determining Consolidated Net Income, (i) amounts added as a result of the application of FAS 141 as it pertains to below-market rents and (ii) extraordinary gains realized other than in the ordinary course of business, in each case for or during such period.   For the avoidance of doubt, Consolidated EBITDA shall not include gains and losses from asset sales.  In addition, Consolidated EBITDA shall be adjusted to include amounts deferred for any given period pursuant to that certain Second Amended and Restated Expense Support Agreement, dated as of January 1, 2019 (the “Expense Support Agreement”), among the Advisor, the Borrower and the Trust, including any extensions of the term of such agreement or any similar amendments to such agreement or any similar replacement or successor agreements, and shall be adjusted to exclude the non-cash accrual or subsequent cash reimbursement required in connection therewith, provided that payment of such deferred amount is subordinated to payment of the Obligations so that such payment is not permitted if an Event of Default exists.  For purposes of this definition, an amendment to the existing agreement or a replacement or successor agreement, will be deemed similar to the Expense Support Agreement (a “Similar Agreement/Amendment”) if it is on substantially the same terms and conditions as the Expense Support Agreement, including without limitation a limitation on term, similar pre-conditions to the payment of deferred amounts, an outside date after which reimbursement obligations are cancelled, and similar limitations on the right to accelerate the payment of such accrued amounts, and such successor or replacement agreement or amendment must be subordinated to the Obligations pursuant to a subordination agreement substantially the same as the one delivered for the Expense Support Agreement.

“Consolidated Fixed Charge Coverage Ratio” means the ratio of Adjusted EBITDA to Fixed Charges.  

“Consolidated Group” means the Trust, the Borrower and all Subsidiaries which are required to be consolidated with them for financial reporting purposes under GAAP.

“Consolidated Group Pro Rata Share” means (i) with respect to any Unconsolidated Affiliate, the pro rata share of the ownership interests held by the Consolidated Group, in the aggregate, in such Unconsolidated Affiliate, without duplication, and (ii) with respect to any Exchange Fee Titleholder, the pro rata share of the ownership interests in such Exchange Fee Titleholder pledged to the Consolidated Group, in the aggregate, without duplication, which, for purposes of this clause (ii), will be one hundred percent (100%) if all of the ownership interests in such Exchange Fee Titleholder are pledged to the Consolidated Group, in the aggregate, without duplication.

“Consolidated Leverage Ratio” means, at any time (i) the sum of (a) Total Indebtedness minus Specified Excess Cash, plus (b) the Master Lease Obligations, divided by (ii) Total Asset Value minus Specified Excess Cash, expressed as a percentage.

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“Consolidated Net Income” means, for any period, the sum, without duplication, of (i) net earnings (or loss) after taxes of the Consolidated Group (adjusted by eliminating any such earnings or loss attributable to Unconsolidated Affiliates) plus (ii) the applicable Consolidated Group Pro Rata Share of net earnings (or loss) of all Unconsolidated Affiliates for such period, in each case determined in accordance with GAAP (provided, however, that lease payments attributable to Sale-Leaseback Master Leases which are generally excluded from “consolidated net income” in accordance with GAAP shall nonetheless be included as earnings for purposes of this definition).  For the avoidance of doubt, Consolidated Net Income for the Consolidated Group or Unconsolidated Affiliates shall not include unrealized gains or losses on real estate investments or other changes in fair value.

“Consolidated Tangible Net Worth” means, at any time, total assets (excluding accumulated depreciation and intangible assets) minus total liabilities, calculated in accordance with GAAP.  However, for the purpose of this calculation, intangible assets resulting from the application of FAS141 shall not be excluded from Consolidated Tangible Net Worth.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Corresponding Tenor”with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:  (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to such term in Section 9.21.

“Credit Party” means the Administrative Agent or any other Lender.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debt Instrument” means any instrument evidencing a debt, including mortgage notes and mezzanine notes, but excluding Exchange Debt Investments.

“Debt Rating” means, as of any date of determination, the non-credit enhanced, senior unsecured long-term debt rating assigned by any of S&P, Moody’s and/or Fitch to the Borrower or Trust or the debt thereof.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

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“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event and/or (e) has become the subject of a Bail-in Action.  

“Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

“Delaware Divided LP” means a Delaware limited partnership which has been formed upon the consummation of a Delaware LP Division.

“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act, as amended from time to time.

“Delaware LP Division” means the statutory division of any Delaware limited partnership into two or more limited partnerships pursuant to Section 17-220 of the Delaware Limited Partnership Act, as amended from time to time.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“dollars” or “$” means lawful money of the United States of America.

“Early Opt-in Election”means, if the then-current Benchmark is LIBO Rate, the occurrence of:

(1)a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this

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definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which this Agreement is executed and delivered by all of the parties hereto and upon which each of the conditions in Section 4.01 is satisfied (or waived in accordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Eligible Cash 1031 Proceeds” means the cash proceeds held by a “qualified intermediary” from the sale of a Property by Borrower or a Subsidiary, which cash proceeds are intended to be used by the qualified intermediary to acquire one or more “replacement properties” that are of “like-kind” to such Property in an exchange that qualifies as a tax-deferred exchange under Section 1031 of the Code and the Treasury Regulations promulgated thereunder (the “Regulations”), and no portion of which cash proceeds the Borrower or any Subsidiary has the right to receive, pledge, borrow or otherwise obtain the benefits of until the earlier of (i) such time as provided under Regulation Section 1.1031(k)-1(g)(6) and the applicable “exchange agreement” or (ii) such exchange is terminated in accordance with the “exchange agreement” and the Regulations.  Upon the cash proceeds no longer being held by the qualified intermediary pursuant to the Regulations or otherwise qualifying under the Regulations for like-kind exchange treatment, such proceeds shall cease being Eligible Cash 1031 Proceeds.  Terms in quotations in this definition shall have the meanings ascribed to such terms in the Regulations.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower (including as a result of an affiliation with an ERISA Affiliate) of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower (including as a result of an affiliation with an ERISA Affiliate) of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.

“Expense Support Agreement” has the meaning assigned to such term in the definition of Consolidated EBITDA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.  

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate (excluding, for avoidance of doubt, any rate of interest determined by reference to clause (c) of the definition of “Alternative Base Rate”).  

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Beneficial Interest” means a beneficial interest in a Delaware statutory trust that owns Exchange Property.

“Exchange Debt Investments” means purchase money financing provided to an Exchange Property Investor in connection with the Exchange Program, secured by the Exchange Beneficial Interests of the Exchange Property Investor.

“Exchange Depositor” means each Subsidiary that is the depositor under a Delaware statutory trust that is part of the Exchange Program.

“Exchange Fee Titleholder” means the entity which is the owner of a Property pursuant to an exchange that qualifies, qualified, or is intended to qualify, as a reverse exchange under Section 1031 of the Code, which Property is master leased to a Subsidiary of Borrower during the period before the exchange is either completed or fails.

“Exchange Program” means the program whereby Affiliates of Borrower will cause (a)(i) the formation of a Delaware statutory trust which will receive contributions of Properties from the Borrower or an Affiliate of the Borrower or acquire Properties from third parties, in each case which Properties will become Exchange Properties upon addition to the Exchange Program, and (ii) the sale of beneficial ownership interests in such Delaware statutory trust to Exchange Property Investors, and in each case will

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master lease such Properties to an Affiliate of Borrower (which master leases may be guaranteed by Borrower or the Trust).

“Exchange  Property” means a Property owned directly or indirectly by a Delaware statutory trust in connection with the Exchange Program, provided that any such Property shall constitute an Exchange Property only so long as it is master leased to an Affiliate of Borrower which master lease may be guaranteed by Borrower and/or the Trust.

“Exchange Property Investor” means any owner of an Exchange Beneficial Interest.

“Exchange Property Master Lease” means a Master Lease pursuant to which an Exchange Property is master leased to an Affiliate of Borrower.

“Exchange Property Owner” means the Delaware statutory trust owning directly or indirectly an Exchange Property.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (g), and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Facility” means the Commitments and the Loans and other extensions of credit hereunder.

“Facility Commitment Expiration Date” means the earliest of (a) the date upon which the aggregate Commitment is fully advanced pursuant to Section 2.01(a), (b) May 3, 2022, and (c) the date of termination of the Commitments in accordance with the terms hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as  shall be set forth on the NYFRB’s Website  from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

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“Fee Letters” means, collectively, (i) that certain fee letter dated as of March 17, 2021, by and among the Borrower and JPMorgan Chase Bank, N.A., as amended, restated or replaced from time to time, and (ii) each other fee letter entered into from time to time by the Borrower and one or more Joint Lead Arrangers in connection herewith.

“Financeable Ground Lease” means, except as otherwise approved by the Required Lenders a ground lease that provides reasonable and customary protections for a potential leasehold mortgagee (“Mortgagee”) which include, among other things (a) a remaining term, including any optional extension terms exercisable unilaterally by the tenant, of no less than twenty-five (25) years from the Effective Date, provided that the remaining term can be less than twenty-five (25) years if there is an option to purchase on terms acceptable to the Administrative Agent and the amount of the option purchase price is deducted from the Unencumbered Property Value of the applicable Unencumbered Property, (b) that the ground lease will not be terminated until the Mortgagee has received notice of a default, has had a reasonable opportunity to cure or complete foreclosure, and has failed to do so, (c) provision for a new lease on the same terms to the Mortgagee as tenant if the ground lease is terminated for any reason or other protective provisions reasonably acceptable to Administrative Agent, (d) non-merger of the fee and leasehold estates, (e) transferability of the tenant’s interest under the ground lease without any requirement for consent of the ground lessor unless based on reasonable objective criteria as to the creditworthiness or line of business of the transferee or delivery of customary assignment and assumption agreements from the transferor and transferee, and (f) that insurance proceeds and condemnation awards (from leasehold interest) will be applied pursuant to the terms of the applicable leasehold mortgage.  For purposes of this Agreement, the terms “own” and “owned” in relation to any Property shall be deemed to include the ownership of the leasehold estate in such Property pursuant to a Financeable Ground Lease.

“Financial Officer” means any of the following Persons:  (a) Chief Financial Officer; the Managing Director, Head of Debt Capital Markets; the Senior Vice President, Debt Capital Markets; the Senior Vice President, Treasurer; the Chief Accounting Officer; or the Controller, in each case, of the Trust and (b) such other Persons proposed by the Trust and reasonably approved by Administrative Agent in writing.

“Financial Statements” has the meaning assigned to such term in Section 5.01.

“Fitch” means Fitch Ratings Inc.

“Fixed Charges” means, for any period, the sum of (i) Consolidated Debt Service and (ii) all dividends actually paid on account of preferred stock or preferred operating partnership units of the Borrower or any other Person in the Consolidated Group (including dividends actually paid to Unconsolidated Affiliates but excluding dividends paid to members of the Consolidated Group).

“FMV Option” means, for each Exchange Property, the option, but not the obligation, of the Borrower to, directly or indirectly, purchase such Exchange Property or the Exchange Beneficial Interests relating to such Exchange Property at fair market value at any time (i) beginning on the first to occur of (A) the last day of the 24th month following the final closing of the sale of Exchange Beneficial Interests, and (B) the last day of the 48th month following the date the Exchange Property Owner enters into the Exchange Property Master Lease (such earlier date is the “FMV Option Start Date”) and (ii) expiring on the last day of the 12th month following the FMV Option Start Date.  The consideration for any such purchase shall be the issuance of units in the Borrower.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate.  Borrower, Administrative Agent and Lenders acknowledge that, as of the date hereof, the Floor is zero percent (0%).

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“Foreign Assets Control Regulations” has the meaning assigned to such term in Section 3.13.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person and (b) if the Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“GAAP” means generally accepted accounting principles in the United States of America, that are applicable as of the date of determination.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means, without duplication, any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Guarantee shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee), provided, that in the absence of any such stated amount or stated liability the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors” means, collectively, the Trust, all Subsidiary Guarantors and all Investor Guarantors.

“Guaranty” means collectively the Guaranty from the Trust and the Subsidiary Guaranty from the Subsidiary Guarantors made in favor of the Administrative Agent and the Lenders, substantially in the forms of Exhibits D-1 and D-2, and any Investor Guaranty, as the same may be amended, supplemented, reaffirmed or otherwise modified from time to time.

“Hazardous Materials”  means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Impacted Interest Period” has the meaning assigned to it in the definition of “LIBO Rate.”

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred

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in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others (excluding in any calculation of consolidated Indebtedness of the Consolidated Group, Guarantee obligations of one member of the Consolidated Group in respect of primary obligations of any other member of the Consolidated Group), (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, other than any letter of credit or letter of guaranty to the extent secured by cash collateral, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall (i) include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor and (ii) exclude (x) deferrals or accruals by the Borrower or the Trust pursuant to the Expense Support Agreement including any extensions of the term of such agreement or any similar amendments to such agreement or any similar replacement or successor agreements (similarity being determined as set forth in the definition of Consolidated EBITDA), provided that payment of such amount is subordinated to payment of the Obligations so that payment is not permitted if an Event of Default exists, and (y) customary limited exceptions for certain acts or types of liability such as environmental liability, fraud and other customary non-recourse carve-outs.  Indebtedness for purposes of determining compliance with Sections 6.11 and 6.12 shall not include any Indebtedness of any Loan Party to any other Loan Party or any of their Subsidiaries so long as such Indebtedness is not secured by any pledge of equity in any Subsidiary Guarantor and any such Indebtedness owing to a Subsidiary that is not a Loan Party is expressly subordinated in writing to the Obligations on terms reasonably acceptable to the Administrative Agent (which terms shall permit payments in the ordinary course of business prior to an Event of Default but shall prohibit such payments and all claims in respect thereof while an Event of Default exists).  Notwithstanding the foregoing, Indebtedness shall not include (a) any liability under an Exchange Property Master Lease (including any guaranty thereof by the Trust or the Borrower) that would otherwise constitute indebtedness for the purposes of GAAP, or (b) any Indebtedness associated with or attributed to an Exchange Property, other than the Consolidated Group’s pro rata share (corresponding to the pro rata share of the Exchange Beneficial Interests in the Exchange Property Owner that are owned by the Consolidated Group) of such Indebtedness.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning assigned to it in Section 9.03(c).

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

“Information” has the meaning assigned to it in Section 9.12.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08, which shall be substantially in the form of Exhibit E or any other form approved by the Administrative Agent..

“Interest Payment Date” means (a) with respect to any ABR Loan, the fifth (5^th) day of each calendar month, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

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“Interest Period” means with respect to each Eurodollar Loan, each period commencing on the date such Eurodollar Loan is made, or in the case of the continuation of a Eurodollar Loan the last day of the preceding Interest Period for such advance, and ending on the numerically corresponding day in the first, third or sixth calendar month thereafter, as the Borrower may select in an appropriate notice, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month.  Notwithstanding the foregoing: (a) if any Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on the Maturity Date and (b) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for dollars) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available for dollars) that exceeds the Impacted Interest Period, in each case, at such time.

“Investment Grade Rating” means a credit rating (or Debt Rating with respect to the Borrower or Trust or the debt thereof) of BBB-/Baa3 (or the equivalent) or higher from Fitch, Inc., Moody’s or S&P.

“Investor Guarantor” means any shareholders, members, partners or Affiliates of Borrower or the Trust that are a party to the Investor Guaranty.

“Investor Guaranty” means a guaranty which may be executed and delivered by one or more Investor Guarantors in accordance with Section 5.12 in a form approved by Administrative Agent, which approval shall not be unreasonably withheld, delayed or conditioned, as the same may be amended, supplemented or otherwise modified from time to time.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Joint Lead Arrangers” means JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., PNC Bank, National Association and Truist Bank, or their respective affiliates, each in its capacity as a joint lead arranger and, in the case of  Wells Fargo Bank, N.A., Bank of America, N.A., PNC Bank, National Association and Truist Bank, as a co-syndication agent for the Facility.

“JPMorgan” means JPMorgan Chase Bank, N.A., and its successors and assigns.

“Land” means unimproved land on which no material improvements have been commenced.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

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“Lease-Up Property” means any Property which was fifty percent (50%) or more leased while owned by Borrower or a Subsidiary but which subsequently lost one or more tenants resulting in such Property being less than fifty percent (50%) leased.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lender-Related Person” has the meaning assigned to it in Section 9.03(b).

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.  

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate.

“LIBO Screen Rate”  means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“LIBOR” has the meaning assigned to such term in Section 1.06.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, monetary encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement, including without limitation, schedules and exhibits thereto and any agreements entered into in connection herewith and designated as a Loan Document, including the Guaranty, each Note, each Fee Letter, and any subordination agreements entered into in connection herewith or required hereunder, and, in each case, amendments, modifications or supplements thereto or waivers thereof, other than any Swap Agreement.

“Loan Parties” means the Borrower and each Guarantor.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Master Lease Obligations” means, as of any date of determination, the sum of all remaining obligations of the Consolidated Group, determined on a consolidated basis, to pay rent under all  Exchange Property Master Leases, which such obligations shall be determined with respect to each Exchange Property

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Master Lease (a) commencing on the date of the first sale of an Exchange Beneficial Interest in the applicable Exchange Property Owner to an Exchange Property Investor and (b) ending on (i) if the expiration of the FMV Option with respect to the Exchange Property that is the subject of such Exchange Property Master Lease is not yet known, the date that is five years after the date of the commencement of the applicable Exchange Property Master Lease with respect to such Exchange Property, or (ii) if the expiration of the FMV Option with respect to the Exchange Property that is the subject of such Exchange Property Master Lease is known, the date of the expiration of the applicable FMV Option with respect to such Exchange Property.

“Material Acquisition” mean an acquisition of assets with a total cost that is more than ten percent (10%) of the Total Asset Value based on the most recent Compliance Certificate submitted prior to such acquisition.

“Material Adverse Effect” means a material adverse effect on (a) the business property or financial condition of the Consolidated Group taken as a whole, (b) the ability of the Borrower or the Trust to perform any of its material obligations under the Loan Documents to which it is a party, (c) the ability of the Loan Parties collectively taken as a whole to perform their material obligations under the Loan Documents, or (d) the validity or enforceability of any of the material provisions of the Loan Documents and the material rights or material remedies available to the Administrative Agent and the Lenders under the Loan Documents.  

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $25,000,000 with respect to Recourse Indebtedness and $125,000,000 with respect to any Indebtedness which is not Recourse Indebtedness provided, however, that prior to the time that the Total Asset Value is at least $500,000,000, the foregoing amounts shall be $10,000,000 with respect to Recourse Indebtedness and $50,000,000 with respect to any Indebtedness which is not Recourse Indebtedness.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.  

“Material Transfer” has the meaning assigned to such term in Section 6.09.

“Maturity Date” means May 6, 2026.

“Maximum Rate” has the meaning assigned to it in Section 9.14.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Operating Income” means, with respect to any Property for any period, (i) revenues therefrom (other than revenues constituting accrued base rent to the extent that a tenant at such Property is in monetary default with respect to the payment of such base rent) (including, without limitation, expense reimbursement, loss of rent income and lease termination fees appropriately amortized to the extent there is no new tenant in the space for which the lease termination fee was paid), calculated, in each case, in accordance with GAAP, minus (ii) the costs of maintaining such Property, including, without limitation, real estate taxes, insurance, repairs, maintenance, actual property management fees paid to third parties or charged internally at a market rate and bad debt expense, but excluding depreciation, amortization, interest expense, tenant improvements, leasing commissions, and capital expenditures, calculated, in each case, in accordance with GAAP.  For any Property owned for less than one (1) full quarter, Net Operating Income

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for such full quarter shall be determined based on performance during such partial quarter, or if such information is not reasonably available, shall be determined on a proforma basis in the Borrower’s reasonable discretion taking into account any performance information provided by the prior owner of such Property.  

“Note” has the meaning assigned to such term in Section 2.10(e).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (b) other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower under this Agreement or any other Loan Document, other than contingent indemnity obligations for which no claim has been made.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan  Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Participant” has the meaning assigned to such term in Section 9.04.

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

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“Parties” means the Borrower or any of its Affiliates.

“Patriot Act” has the meaning assigned to it in Section 9.17.

“Payment” has the meaning assigned to it in Section 8.06(c).

“Payment Notice” has the meaning assigned to it in Section 8.06(c).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Performance Fees” means the Performance Component of the Advisory Fee described in Section 9(a) of that certain Amended and Restated Advisory Agreement (2019), dated as of June 12, 2019 and effective as of July 1, 2017, among the Advisor, the Borrower and the Trust.

“Permitted Encumbrances” means:

(a)Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than forty-five (45) days or are being contested in compliance with Section 5.04 or for which a bond or similar security for the full amount thereof has been posted, in form acceptable to Administrative Agent;

(c)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Section 7.01;

(f)easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g)Liens in existence on the date hereof as set forth in Schedule 1.01(g), and extensions, renewals and replacements of such Liens, as long as such extension, renewal and replacement Liens do not spread to any property other than property encumbered by such Liens on the date hereof;

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(h)Liens on Properties first acquired by Borrower or a Subsidiary after the date hereof and which are in place at the time such Properties are so acquired;

(i)Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business and Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC;

(j)assignments of past due receivables for collection purposes only;

(k)leases or subleases granted in the ordinary course of business;

(l)Liens arising in connection with any Indebtedness permitted hereunder;

(m)Liens of any Subsidiary in favor of the Borrower or any of the other Loan Parties; and

(n)any netting or set-off right under any swap agreement.

“Permitted Investments” means

(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)investments in commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c)investments in certificates of deposit, banker’s acceptances and time deposits maturing within one hundred eighty (180) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d)fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e)money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

(f)investments (including loans) by any Loan Party in or to any other Loan Party; and

(g)Cash Equivalents and Swap Agreements not prohibited hereunder.

“Permitted Tax Incentive Transaction” means any transaction or series of related transactions relating to an issuance of all Indebtedness and other obligations (collectively, “Tax Incentive Indebtedness”) arising in connection with the issuance of bonds, notes or other obligations by a Governmental Authority located in the United States (each, a “Tax Incentive Issuer”) to mitigate real estate

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and/or ad valorem Taxes otherwise payable in connection with the ownership of any Property (each, a “Tax Incentive Property”), the fee title to which is owned (or leased) by a Tax Incentive Issuer, and subsequently leased (or subleased) by a Subsidiary from the Tax Incentive Issuer, such transaction or series of transactions being governed by, among other documents, any indenture or other agreement governing or evidencing the Tax Incentive Indebtedness, entered into by and between a Tax Incentive Issuer and the trustee of the bonds in connection with the issuance of such Tax Incentive Indebtedness, if applicable (each, an “Tax Incentive Indenture”), any lease agreement entered into by and between a Subsidiary and an Tax Incentive Issuer (or any affiliate thereof) in connection with the issuance by such Tax Incentive Issuer of Tax Incentive Indebtedness (each, a “Tax Incentive Lease Agreement”), any guaranty or similar agreement entered into by any Subsidiary to guaranty, for the benefit of the bondholder (which, pursuant to clause (iii) below, shall be the applicable Subsidiary, or an affiliate thereof), certain payments due in connection with the issuance of Tax Incentive Indebtedness, including, without limitation, the payment of principal and interest due under the bonds, notes, or other obligations evidencing the Tax Incentive Indebtedness, and Tax Incentive Issuer or trustees fees and expenses, if any, due under the trust indenture (each, an “Tax Incentive Guaranty”), PILOT agreements, tax incentive agreements, and any other certificate, agreement, document or instrument, in each case, executed and delivered by any Subsidiary, Tax Incentive Issuer, or the trustee of any bonds in connection with such issuance of Tax Incentive Indebtedness and related tax incentives (collectively, “Tax Incentive Documents”) which satisfy the following criteria: (i) any net cash proceeds of the Tax Incentive Indebtedness under such Tax Incentive Documents are used for the purpose of acquiring, constructing, developing,  expanding, installing and/or upgrading an Tax Incentive Property, (ii) such Tax Incentive Indebtedness is non-recourse to the Loan Parties (other than as expressly provided in the applicable Tax Incentive Guaranty, if any), and any successors and/or assigns of such Loan Parties in the event of a transfer or assignment of the applicable Tax Incentive Lease Agreement and all of the rights and obligations of such Subsidiary under each other Tax Incentive Document (including any Tax Incentive Guaranty) to an assignee who is a Person that is not a Subsidiary, (iii) the applicable Subsidiary (or any affiliate thereof) is the purchaser of the taxable bonds, or holder of the applicable notes or other obligations issued or to be issued in connection with such Tax Incentive Indebtedness (and, so long as such Tax Incentive Property is an Unencumbered Property, at all times such Subsidiary (or any affiliate thereof) shall remain the owner or holder thereof), (iv) the base payments due under the Tax Incentive Lease Agreement are equivalent to the debt service due under any bonds, notes or other obligations evidencing the Tax Incentive Indebtedness (other than the payment of a nominal sum as additional annual base rent during the term of the Tax Incentive Lease Agreement), (v) the applicable Tax Incentive Lease Agreement or another Tax Incentive Document grants to the applicable Subsidiary the option to re-acquire title to all or any portion of such Tax Incentive Property for a nominal sum at any time without further consent of the Tax Incentive Issuer or any other party other than the Subsidiary (of affiliate thereof) in its capacity as the bondholder or holder of the note or other obligation, either directly or through the trustee of the applicable bonds evidencing the Tax Incentive Indebtedness, (vi) no Tax Incentive Document entered into in connection with such Tax Incentive Indebtedness shall limit in any material respect the use by any Subsidiary of its property or assets (including the applicable Tax Incentive Property), except as may be required by applicable law to maintain the designation of the Tax Incentive Property as a “project” pursuant to the applicable legislation governing such tax incentive structures, (vii) no Tax Incentive Document entered into in connection with such Tax Incentive Indebtedness shall limit the ability of the Subsidiary to finance its interest in the Tax Incentive Property, including mortgaging the leasehold estate created under the Tax Incentive Lease Agreement, (viii) no Tax Incentive Document entered into in connection with such Tax Incentive Indebtedness shall limit the ability of the Subsidiary to transfer its interest in the Tax Incentive Property, except for any requirement for a consent from the Tax Incentive Issuer that is considered administrative and which can reasonably expected to be obtained in the ordinary course of business, and  (ix) no Tax Incentive Document shall contain a “clawback” provision pursuant to which there could be an obligation by the Borrower or the applicable Subsidiary to repay a material portion of prior tax benefits received other than due to material breach by the Borrower or the applicable Subsidiary.

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Property” means any real estate owned by the Borrower, any Guarantor, any Subsidiary, any Unconsolidated Affiliate, any Exchange Fee Titleholder, or any Exchange Property Owner, and operated or intended to be operated as an investment property.

“Property Investment Value” means, at any time with respect to any Property in which a person has a direct or indirect ownership interest, the undepreciated book value of such interest determined in accordance with GAAP.

“Property Value” means: (i) with respect to any Property owned (or (x) subject to the limitations on the value of ground leased properties that may be included in the Total Unencumbered Property Pool Value under Section 6.12(c)(vii) and (x), is ground leased pursuant to a Financeable Ground Lease, or (y) subject to the limitation on the value of leased properties that may be included in the Total Unencumbered Property Pool Value under Section 6.12(xi), is leased pursuant to a Tax Incentive Lease Agreement) directly or indirectly by the Borrower, any Guarantor, any Exchange Fee Titleholder or any Exchange Property Owner for less than eighteen (18) months, the current Property Investment Value of such Property; and (ii) with respect to any Property owned directly or indirectly by the Borrower, any Guarantor, any Exchange Fee Titleholder or any Exchange Property Owner for more than eighteen (18) months, the greater of (x) the Net Operating Income for such Property for the most recently completed calendar quarter annualized divided by the Capitalization Rate, and (y) zero.  A Property contributed to a joint venture by the Borrower or Guarantor shall be deemed to have been owned by such joint venture from the date of such contribution.  A Property acquired from a joint venture in which the Borrower or any Subsidiary or Affiliate is a member shall be deemed to have been owned from the date acquired from such joint venture.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public-Sider” means any representative of a Lender that does not want to receive material non-public information within the meaning of the federal and state securities laws.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to such term in Section 9.21.

“Recipient” means (a) the Administrative Agent, and any Lender, as applicable.

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“Recourse Indebtedness” means any Indebtedness of the Borrower or any other member of the Consolidated Group with respect to which the liability of the obligor is not limited to the obligor’s interest in specified assets securing such Indebtedness, subject to customary limited exceptions for certain acts or types of liability.

“Recurring Interest Expense” means, for any period without duplication, the sum of (a) the amount of interest (without duplication, whether accrued, paid or capitalized) on Total Indebtedness actually payable by members of the Consolidated Group during such period, plus (b) the applicable Consolidated Group Pro Rata Share of any interest (without duplication, whether accrued, paid or capitalized) on Indebtedness actually payable by Unconsolidated Affiliates during such period, whether recourse or non-recourse, but excluding non-recurring amortized financing related expenses.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning assigned to such term in Section 9.04.

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective, directors, officers, employees, and trustees of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“Required Lenders” means, at any time, Lenders having unused Commitments and outstanding Loans representing more than fifty percent (50%) of the sum of the total unused Commitments and outstanding Loans at such time; provided that, for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent, (i) any Lender that is the Borrower, or any Affiliate of the Borrower shall be disregarded, (ii) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and (iii) at all times when two (2) or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Required Lenders” shall in no event mean less than two (2) Lenders.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” means any cash dividend, cash distribution or other cash payment with respect to any equity interests in the Borrower or any Subsidiary, excluding (i) any dividend, distribution or other payment by a member of the Consolidated Group to another member of the Consolidated Group (including in connection with the issuance of equity interests), (ii) any redemption of equity interests by a member of the Consolidated Group (including pursuant to a share buyback program); (iii) any distribution or other payment by an Unconsolidated Affiliate to a member of the Consolidated Group (including promote payments in connection with development joint ventures and regular distributions of cash flow from Unconsolidated Affiliates); and (iv) any distribution or other payment by any Subsidiary or Unconsolidated Affiliate which is a partnership, limited liability company or joint venture or mezzanine lender and operated in the ordinary course of business.

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“Sale-Leaseback Master Lease” means a master lease entered into by a buyer of a Property, as lessor, and the seller of such Property, as lessee, in connection with a transaction whereby such seller leases all or a portion of such Property after closing.

“S&P” means S&P Global Ratings, or any successor thereto.  

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.  

“SEC” means the Securities and Exchange Commission of the United States of America.

“Similar Agreement/Amendment” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Specified Excess Cash” means, as of any date of determination, all Unrestricted Cash and Cash Equivalents as of such date held by the Consolidated Group in excess of $25,000,000, not to exceed the outstanding principal balance of revolving loans outstanding under that certain Second Amended and Restated Credit Agreement, dated as of November 19, 2019, by and among Borrower, as Borrower, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent thereunder, as amended, restated or otherwise modified form time to time.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D).  Such reserve percentage shall include those imposed pursuant to Regulation D.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to

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any Lender under Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, by the parent or one or more subsidiaries of the parent provided that any joint venture in which any Loan Party is a majority owner but does not Control and which is not included in such Loan Party’s consolidated financial statements shall not be a subsidiary.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Guarantor” means each Subsidiary Owner, each Subsidiary that is master leasing an Unencumbered Property from an Exchange Fee Titleholder, each Exchange Depositor, and any other Subsidiary that elects to become a party to the Subsidiary Guaranty.

“Subsidiary Guaranty” means that certain Subsidiary Guaranty, dated as of the date hereof, executed by the Subsidiary Guarantors, in favor of the Administrative Agent for the benefit of the Lenders, as amended, supplemented, reaffirmed or otherwise modified from time to time.

“Subsidiary Owner” means the Subsidiary that is the owner of the applicable Unencumbered Property (or that is the lessee of the applicable Unencumbered Property pursuant to a Financeable Ground Lease, as applicable), and the Exchange Depositor under a Delaware statutory trust that owns any applicable Unencumbered Property and is part of the Exchange Program or, after the FMV Option has been exercised, an Affiliate of the Borrower that is also the owner of 100% of the Exchange Beneficial Interests.

“Supplemental Materials” means any business or financial-related disclosures or information supplementing the Financial Statements made available to the holders of the Parties’ securities issued pursuant to Rule 144A of the Securities Act.

“Supported QFC” has the meaning assigned to such term in Section 9.21.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

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“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

“Total Asset Value” means, as of the date of calculation, the aggregate, without duplication, of:  (i) the Property Value of all Properties (other than land assets and Assets Under Development) owned by any member of the Consolidated Group or any Exchange Property Owner; plus (ii) the Consolidated Group Pro Rata Share of the Property Value of Properties (other than Assets Under Development) owned by Unconsolidated Affiliates or any Exchange Fee Titleholder; plus (iii) an amount equal to the then current book value of each land asset and Asset Under Development owned by any member of the Consolidated Group or any Exchange Property Owner; plus (iv) an amount equal to the Consolidated Group Pro Rata Share of the then current book value of each land asset and Asset Under Development owned by an Unconsolidated Affiliate or any Exchange Fee Titleholder; plus (v) Unrestricted Cash and Cash Equivalents owned directly or indirectly by any member of the Consolidated Group or any Exchange Property Owner; plus (vi) the applicable Consolidated Group Pro Rata Share of Unrestricted Cash and Cash Equivalents owned directly or indirectly by any Exchange Fee Titleholder or by Borrower or any Guarantor through an Unconsolidated Affiliate; plus (vii) investments in Debt Instruments (based on current book value) of any member of the Consolidated Group and Exchange Debt Investments (based on current book value) of any member of the Consolidated Group; provided that no Exchange Debt Investment shall be included under this clause if it relates to an Exchange Property already included in the calculation of Total Asset Value; plus (viii) an amount equal to the Consolidated Group Pro Rata Share of investments in Debt Instruments (based on current book value) and Exchange Debt Investments (based on current book value) owned by Unconsolidated Affiliates, any Exchange Fee Titleholder or any Exchange Property Owner; plus (ix) proceeds due from transfer agent; plus (x) the amount of all Eligible Cash 1031 Proceeds resulting from the sale of Properties.  Notwithstanding the foregoing, (A) Property Value for purposes of determining Total Asset Value for any Property becoming a Lease-Up Property during the first eighteen months of ownership shall be determined based on Property Investment Value until the later of (i) such Property has been owned by any member of the Consolidated Group, Exchange Fee Titleholder, or Exchange Property Owner for eighteen (18) or more months, and (ii) the date twelve (12) months after such Property began qualifying as a Lease-Up Property; and (B) Property Value for purposes of determining Total Asset Value for any Property becoming a Lease-Up Property after the first eighteen months of ownership shall be determined based on Property Investment Value until the date twelve (12) months after such Property began qualifying as a Lease-Up Property.  Further, if the FMV Option for any Exchange Property owned by an Exchange Property Owner has expired, then for purposes of calculations under clauses (i), (iii) and (v) above with respect to such Exchange Property Owner, only the pro rata share of the Exchange Beneficial Interests owned by the Exchange Depositor in such Exchange Property Owner shall be counted; provided, however, that if the FMV Option is exercised, the pro rata share of the Exchange Beneficial Interests owned by a Subsidiary Owner shall be counted.

“Total Indebtedness” means, as of any date of determination, without duplication, the sum of: (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis; plus (b) the greater of (i) the applicable Consolidated Group Pro Rata Share of all Indebtedness of each Unconsolidated Affiliate (other than Indebtedness of such Unconsolidated Affiliate to a member of the Consolidated Group) and (ii) the amount of Indebtedness of such Unconsolidated Affiliate which is also Recourse Indebtedness of a member of the Consolidated Group.

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“Total Secured Indebtedness” means, as of any date of determination, that portion of Total Indebtedness (excluding (i) the Obligations under the Loan Documents, (ii) obligations under Swap Agreements not secured by a Lien on a Property, (iii) contingent liabilities under customary completion guarantees, non-recourse carveout guarantees and hazardous materials indemnity agreements (except to the extent that a claim for payment or performance has been made thereunder and such obligations are secured by a Lien on a Property) and (iv) contingent obligations relating to performance or surety bonds in the ordinary course of business (except to the extent that a claim for payment or performance has been made thereunder and such obligations are secured by a Lien on a Property)) which is secured by a Lien on a Property, any ownership interests in any Subsidiary or Unconsolidated Affiliate or any other assets which had, in each case, in the aggregate, a value in excess of the amount of the applicable Indebtedness at the time such Indebtedness was incurred.  Such Indebtedness that is secured only with a pledge of ownership interests and is also recourse to the Borrower or any Guarantor shall not be treated as Total Secured Indebtedness.  

“Total Secured Recourse Indebtedness” means, as of any date of determination, that portion of Total Secured Indebtedness with respect to which the liability of the obligor is not limited to the obligor’s interest in specified assets securing such Indebtedness (subject to customary limited exceptions for certain acts or types of liability such as environmental liability, fraud and other customary non-recourse carve-outs); provided that Indebtedness of a single-purpose entity (or any holding company or other entity which owns such single-purpose entity) which is secured by substantially all of the assets of such single-purpose entity (or any holding company or other entity which owns such single-purpose entity) but for which there is no recourse to another Person beyond the single-purpose entity or holding company or other entity which owns such single-purpose entity (other than with respect to customary limited exceptions for certain acts or types of liability such as environmental liability, fraud and other customary non-recourse carve-outs) shall not be considered a part of Total Secured Recourse Indebtedness even if such Indebtedness is fully recourse to such single-purpose entity (or any holding company or other entity which owns such single-purpose entity) and unsecured guarantees provided by Borrower or the Trust of mortgage loans to Subsidiaries or Unconsolidated Affiliates shall not be included in Total Secured Recourse Indebtedness.  

“Total Unencumbered Property Pool Value” means, as of any date of calculation, the aggregate, without duplication, of: (a) the Unencumbered Property Values of all Unencumbered Properties (other than any that are Assets Under Development); plus (b) an amount equal to one hundred percent (100%) of the then-current book value of each Unencumbered Property that is an Asset Under Development or Land; plus (c) an amount equal to one hundred percent (100%) of the then current book value of each Exchange Debt Investment, provided that such Exchange Debt Investment is not subject to any Liens or encumbrances and so long as the Exchange Property Investor with respect to such Exchange Debt Investment is not delinquent thirty (30) days or more in any payment of interest or principal payments thereunder; plus (d) the amount in excess of $10,000,000 of the total of (i) all Unrestricted Cash and Cash Equivalents, plus (ii) the amount of Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties.

“Total Unsecured Indebtedness” means, as of any date of determination, that portion of Total Indebtedness which does not constitute Total Secured Indebtedness; provided that for purposes of calculating Total Unsecured Indebtedness, the amount of the Consolidated Group Pro Rata Share of all Indebtedness of each Unconsolidated Affiliate (other than Indebtedness of such Unconsolidated Affiliate to a member of the Consolidated Group) shall be excluded for all purposes of this definition.  For the avoidance of doubt, the Obligations under the Loan Documents shall be included in Total Unsecured Indebtedness (and contingent liabilities under customary completion guarantees, non-recourse carveout guarantees and hazardous materials indemnity agreements shall not be included in Total Unsecured Indebtedness (except to the extent that a claim for payment or performance has been made thereunder and such obligations do not constitute Total Secured Indebtedness)).

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“Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and the use of the proceeds thereof.

“Trust” means Black Creek Industrial REIT IV Inc., the general partner of Borrower.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement”means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in the State of Delaware or any other applicable jurisdiction.

“Unconsolidated Affiliate” means, any Person in which the Consolidated Group, directly or indirectly, has any ownership interest of $1,000,000 or more (valued as of the most recent quarterly financial statement), whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

“Unencumbered Property Pool Leverage Ratio” means, for any period, Total Unsecured Indebtedness to Total Unencumbered Property Pool Value.  

“Unencumbered Interest Coverage Ratio” means, at any time, (a) Unencumbered Property NOI for the most recent quarter plus interest income from Exchange Debt Investments, annualized, divided by (b) Unsecured Interest Expense for the immediately preceding calendar quarter, annualized.

“Unencumbered Property” means, a Property (other than an Exchange Property, except as hereinafter provided) that is designated by the Borrower as an Unencumbered Property and:  (i) is completed and located in the continental United States or, subject to the limitations on the value of Assets Under Development that may be included in the Total Unencumbered Property Pool Value under Section 6.12, is an Asset Under Development located in the continental United States; (ii) is one hundred percent (100%) owned in fee simple (or (x) subject to the limitations on the value of ground leased properties that may be included in the Total Unencumbered Property Pool Value under Section 6.12(c)(vii) and (x), is ground leased pursuant to a Financeable Ground Lease, or (y) subject to the limitation on the value of leased properties that may be included in the Total Unencumbered Property Pool Value under Section 6.12(c)(xi), is leased pursuant to a Tax Incentive Lease Agreement) by the Borrower, an Exchange Fee Titleholder or a Subsidiary Owner that is at least ninety-five percent (95%) owned directly or indirectly by Borrower, provided that no consent from any minority owner is required in order for the Borrower to cause a sale or refinancing of such Unencumbered Property, and so long as any such Subsidiary (whether or not wholly-owned) is a Guarantor (to the extent required pursuant to Section 5.11); (iii) is not subject to any Liens or encumbrances other than clauses (a), (b), (c), (d), (f), (j), (k) and (m) of the definition of Permitted Encumbrances or a Lien securing bonds, notes or other obligations issued pursuant to a Permitted Tax Incentive Transaction; (iv) is not subject to any agreement (including Borrower’s, or any applicable

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Subsidiary Owner’s organizational documents) which prohibits or limits the ability of the Borrower or any applicable Subsidiary Owner, as the case may be, to create, incur, assume or suffer to exist any Lien securing any monetary obligation upon any such Unencumbered Property (or the leasehold estate therein created by a Financeable Ground Lease or  Tax Incentive Agreement, as applicable) or Equity Interests of such Subsidiary Owner that owns such Unencumbered Property, except for covenants that are not materially more restrictive than the covenants contained in this Agreement, in favor of holders of unsecured Indebtedness of the Borrower and such Subsidiary Owner not prohibited hereunder; (v) is not subject to any agreement (including (a) any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such Property, and (b) if applicable, the Borrower’s or Subsidiary Owner’s organizational documents) which entitles any Person to the benefit of any Lien on such Property (other than the Lien securing repayment of bonds, notes or other obligations issued pursuant to, or fees and expenses of the Tax Incentive Issuer or trustee in connection with, a Permitted Tax Incentive Transaction, or the Equity Interests in the Borrower or such Subsidiary Owner or Exchange Fee Titleholder that in each case owns such Unencumbered Property or would entitle any Person to the benefit of any Lien on such Property or Equity Interests upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause) other than any agreement entered into in connection with the financing of such Property and the pledge of such Property as security for any financing pending the closing of such financing, provided that such Property shall cease to be an Unencumbered Property upon the closing of such financing; (vi) is not subject to any agreement (including (a) any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such Property, and (b) if applicable, the Borrower’s or Subsidiary Owner’s organizational documents) which prohibits or limits the ability of the Borrower or such Subsidiary Owner or Exchange Fee Titleholder, as the case may be, to make pro rata Restricted Payments to Borrower, or any applicable Subsidiary Owner of income arising out of such Property or prevents such Subsidiary Owner from transferring such Property (other than (x) any restriction with respect to a Property imposed pursuant to an agreement entered into for the sale or disposition of such Property pending the closing of such sale or disposition or in connection with a 1031 exchange or any restriction in connection with a Permitted Tax Incentive Transaction that complies with the condition set forth in clause (viii) of the criteria for such transactions, and (y) any restriction with respect to a Subsidiary Owner that owns such Property imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Subsidiary Guarantor pending the closing of such sale or disposition or (z) other than restrictions which are not materially more restrictive than the restrictions contained herein, in favor of holders of unsecured Indebtedness of the Borrower not prohibited hereunder or which terminate at the time that such property ceases to be an Unencumbered Property in connection with any other facility; and (vii) is not the subject of any material issues which would impact the operation of such Property.  No Property owned by a Subsidiary Owner shall be deemed to be an Unencumbered Property unless (a) both such Property and all Equity Interests of the Subsidiary Owner held directly or indirectly by the Borrower are not subject to any Lien, except as otherwise expressly permitted herein, including, without limitation, in connection with a Permitted Tax Incentive Transaction, (b) each intervening entity between the Borrower and such Subsidiary Owner does not have any Indebtedness for borrowed money or, if such entity has any Indebtedness, such Indebtedness is unsecured, and (c) neither such Subsidiary Owner nor any intervening entity between the entity immediately below the Borrower and such Subsidiary Owner is subject to insolvency proceedings, unable to pay debts or subject to any writ or warrant of attachment.  A Property that is subject to an option to purchase shall not be disqualified by the requirement in clause (vi) from being an Unencumbered Property so long as the Property can be transferred subject to the rights of the optionee provided that if the option to purchase is for a fixed price as distinguished from a market price, the Unencumbered Property Value for such Property shall be equal to the lesser of (x) the amount determined in accordance with the definition of Unencumbered Property Value, or (y) the option price for such Property.  Notwithstanding the foregoing, Exchange Properties that are part of the Exchange Program may be included as Unencumbered Properties (1) during the period of time that the Exchange Beneficial Interests are being marketed, such marketing period not to exceed 24 months, and (2) if the FMV Option is exercised with respect to such Exchange Beneficial Interests, at all times after such exercise of the FMV Option, if all of the requirements set forth in this definition for an Unencumbered Property are met other than (A) the

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ownership percentage requirement (including without limitation the requirement set forth in clause (ii) of this definition), (B) the requirement that they not be Exchange Properties, (C) any requirement that the owner of such Property become a Subsidiary Guarantor (so long as the applicable Exchange Depositor (or, after the exercise of the FMV Option with respect to such Exchange Beneficial Interests, the Subsidiary Owner with respect thereto) is a Subsidiary Guarantor), (D) any requirement that the Unencumbered Property not be subject to any agreement which prohibits or limits the ability of the Borrower or any applicable Subsidiary Owner, as the case may be, to create, incur, assume or suffer to exist any Lien upon any Unencumbered Property; provided that (for the avoidance of doubt), with respect to Exchange Properties, the Equity Interests of the Subsidiary Owner shall not be subject to any agreement that prohibits or limits the ability of the Borrower or such Subsidiary Owner, as the case may be, to create, incur, assume or suffer to exist any Lien on such Equity Interests, or (E) any requirement set forth in clauses (a), (b) or (c) immediately above, except that for purposes of calculating unencumbered pool financial covenants, only the pro rata share of value and income (corresponding to the pro rata share of the Exchange Beneficial Interests in the Exchange Property Owner that are owned by the Consolidated Group) shall be counted.  Nothing herein shall prohibit an Unencumbered Property hereunder from constituting an Unencumbered Property in connection with any other indebtedness, provided that such indebtedness is not prohibited pursuant to the terms of this Agreement.

“Unencumbered Property NOI” means, with respect to any Unencumbered Property for any period, the Net Operating Income for such Unencumbered Property for such period, less the Capital Expenditure Reserve.  For purposes of calculating Unencumbered Property NOI for any Exchange Property that constitutes an Unencumbered Property, only the pro rata share of Unencumbered Property NOI (corresponding to the pro rata share of the Exchange Beneficial Interests in the Exchange Property Owner that are still owned by the Consolidated Group) shall be counted.  For purposes of calculating Unencumbered Property NOI for any other Unencumbered Property that is owned by a Subsidiary Owner that is not wholly owned directly or indirectly by the Borrower, only the pro rata share of Unencumbered Property NOI (corresponding to the pro rata share of such Subsidiary Owner that is owned by the Borrower) shall be counted.

“Unencumbered Property Value” means for an Unencumbered Property (a) with respect to any Unencumbered Property owned by the Borrower, any Subsidiary Owner, any Exchange Fee Titleholder or any Exchange Property Owner (subject to the pro rata limitations applicable to Properties owned by Exchange Fee Titleholders and Exchange Properties set forth below) for less than eighteen (18) months, and for any Asset Under Development, the current Property Investment Value for such Unencumbered Property; and (b) with respect to any Unencumbered Property owned by the Borrower, any Subsidiary Owner, any Exchange Fee Titleholder or any Exchange Property Owner (subject to the pro rata limitations applicable to Properties owned by Exchange Fee Titleholders and Exchange Properties set forth below) for more than eighteen (18) months (other than an Asset Under Development), the greater of (i) Unencumbered Property NOI for such Unencumbered Property for the most recently completed calendar quarter annualized divided by the Capitalization Rate and (ii) zero.  Notwithstanding the foregoing, (A) Unencumbered Property Value for any Property becoming a Lease-Up Property during the first eighteen months of ownership shall be determined based on  Property Investment Value until the later of (i) such Property has been owned by a member of the Consolidated Group for eighteen or more months, and (ii) the date twelve (12) months after such Property began qualifying as a Lease-Up Property; and (B) Unencumbered Property Value for any Property becoming a Lease-Up Property after the first eighteen months of ownership shall be determined based on Property Investment Value until the date twelve (12) months after such Property began qualifying as a Lease-Up Property.  For purposes of calculating Unencumbered Property Value for any Exchange Property that constitutes an Unencumbered Property, only the pro rata share of Unencumbered Property Value (corresponding to the pro rata share of the Exchange Beneficial Interests in the Exchange Property Owner that are owned by the Consolidated Group) shall be counted.  For purposes of calculating Unencumbered Property Value for any Property owned by an Exchange Fee Titleholder that constitutes an Unencumbered Property, only the Consolidated Group Pro Rata Share of Unencumbered

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Property Value of such Property shall be counted.  For purposes of calculating Unencumbered Property Value for any other Unencumbered Property that is owned by a Subsidiary Owner that is not wholly owned directly or indirectly by the Borrower, only the pro rata share of Unencumbered Property Value (corresponding to the pro rata share of such Subsidiary Owner that is owned by the Borrower) shall be counted.

“Unrestricted Cash and Cash Equivalents” means, in the aggregate, all cash and Cash Equivalents which are not pledged for the benefit of any party (whether a creditor, seller or otherwise) having a claim (whether liquidated or not) against a member of the Consolidated Group, to be valued for purposes of this Agreement at one hundred percent (100%) of its then-current book value, as determined under GAAP.

“Unsecured Interest Expense” means for any period, the amount of interest (without duplication, whether accrued, paid or capitalized), on Total Unsecured Indebtedness, but excluding amortized financial related expenses.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to such term in Section 9.21.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

“Wholly-Owned Subsidiary” means, as to the Trust, any Subsidiary of the Trust that is directly or indirectly owned at least ninety percent (90%) by the Trust; provided that if such Subsidiary is not one hundred percent (100%) owned by the Trust, no consent of any minority owner is required for the Trust to cause a pledge, sale or refinancing of such Subsidiary that has not been obtained.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority  under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution  or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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 Classification of Loans and Borrowings  .For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”).  Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).

 Terms Generally.The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

 Accounting Terms; GAAP.Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until  such notice shall have been withdrawn or such provision  amended in accordance herewith.  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower or any Subsidiary at “fair value”, as defined therein.  Notwithstanding anything to the contrary contained in this Section 1.04 or in the definition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

 Consolidation of Variable Interest Entities.All references herein to consolidated financial statements of the Trust, the Borrower and its Subsidiaries or to the determination of any amount for the Trust, the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

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SECTION 1.06.  Interest Rates; LIBOR Notification.  The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate (“LIBOR”).  LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market.  On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a) immediately after December 31, 2021, publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; (b) immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; and (c) immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored.  There is no assurance that dates announced by the FCA will not change or that the administrator  of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published.  Each party to this agreement should consult its own advisors to stay informed of any such developments.  Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR.  Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.14(b) and (c) provide the mechanism for determining an alternative rate of interest.  The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.14(e), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based.  However, the Administrative Agent nor any Lender warrants or accepts any responsibility for, and none of the foregoing shall have any liability with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

SECTION 1.07.  Divisions.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

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ARTICLE IIThe Credit Facility

SECTION 2.01.  Commitments.  Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Loans to the Borrower during the Availability Period in up to five (5) Borrowings in an aggregate principal amount not to exceed such Lender’s Commitment.  Amounts prepaid or repaid may not be reborrowed.

SECTION 2.02.  Loans and Borrowings.  

(a)Each Loan shall be made as part of a Borrowing made by the Lenders ratably in accordance with their respective Commitments.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.  Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (so long as such funding does not change any tax status under Section 2.17); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000.  At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000.  Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding.

(d)Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

 Requests for Borrowings.To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or by electronic mail (a) in the case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing.  Each such Borrowing Request shall be irrevocable, and each such telephonic and electronic mail Borrowing Request shall be confirmed promptly in writing (which may include a PDF Borrowing Request attached to any such electronic mail request) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower.  Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)the aggregate amount of the requested Borrowing;

(ii)the date of such Borrowing, which shall be a Business Day;

(iii)whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv)in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

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(v)the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a  Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

 Reserved.

SECTION 2.05.  Reserved.

SECTION 2.06.  Reserved.

SECTION 2.07.  Funding of Borrowings.  

(a)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time for Eurodollar Loans and 2:00 p.m. for ABR Loans, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.  The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request.

(b)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to the applicable Borrowing.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08.  Interest Elections.  

(a)Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

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(b)To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone or in writing by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly in writing to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c)Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Eurodollar Borrowing with a one month Interest Period.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09.  Termination and Reduction of Commitments.  

(a)Unless previously terminated, the Commitments shall terminate upon the Facility Commitment Expiration Date.

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(b)The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000.

(c)The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Commitments shall be permanent.  Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.10.  Repayment of Loans; Evidence of Debt.  

(a)The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)Any Lender may request that Loans made by it be evidenced by a promissory note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit F (each a “Note”).  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

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SECTION 2.11.  Prepayment of Loans.  

(a)The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b)The Borrower shall notify the Administrative  Agent by telephone or in writing of any prepayment hereunder not later than 12:00 noon, New York City time, on the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and  the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09.  Promptly following receipt of any such notice the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.  

SECTION 2.12.  Fees.  

(a)For the period commencing on the date immediately following the Effective Date and ending on and including the Facility Commitment Expiration Date, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender, a ticking fee, which shall accrue at the rate of one-fifth of one percent (0.20%) per annum on the average daily undrawn amount of such Lender’s Commitment during such period.  Accrued ticking fees shall be payable in arrears on the last day of each calendar quarter during the Availability Period and on the Facility Commitment Termination Date.  All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)The Borrower agrees to pay to the Administrative Agent and the Joint Lead Arrangers, for their own respective accounts, fees payable in the amounts and at the times specified in the applicable Fee Letters, and such other fees as may separately be agreed upon between the Borrower and the Administrative Agent.

(c)All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of participation and ticking fees, to the Lenders.  Fees paid shall not be refundable under any circumstances.

SECTION 2.13.  Interest.

(a)The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2%) plus the rate otherwise applicable to such Loan as provided in the preceding

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paragraphs of this Section or (ii) in the case of any other amount, two percent (2%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(f)If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period.  This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under clause (b) above or under Article VII.  The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder for a period of one hundred eighty (180) days.

SECTION 2.14.  Alternate Rate of Interest.  

(a)Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14, if prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or

(ii)the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the

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Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

(d)In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(e)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders)

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pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.

(f)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(g)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans.  During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

 Increased Costs.  

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or similar assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii)impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or

(iii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

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and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then, upon the request of such Lender or Recipient, the Borrower will pay to such Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered (provided that the determination of such additional amounts shall be made in good faith (and not on an arbitrary or capricious basis), and provided, that for the avoidance of doubt, that this Section 2.15 shall not apply with respect to any Taxes for which a Loan Party has an indemnification obligation under Section 2.17.

(b)If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered (provided that the determination of such additional amounts shall be made in good faith (and not on an arbitrary or capricious basis).

(c)A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

 Break Funding Payments.  In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.  Such loss, cost or expense to any Lender shall be deemed to be equal to the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current

46

Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

 Payments Free of Taxes.

(a)Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law.  If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Borrower.  The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c)Evidence of Payments.  As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)Indemnification by the Borrower.  The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, and without duplication of any amounts with respect to which payments were increased under Section 2.17(a).  A certificate setting forth in reasonable detail a calculation as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent) (it being understood and agreed by the Loan Parties that the insufficiency of any such calculation or the details thereof shall not relieve the Loan Parties of any obligations under this Section), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the

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Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)Status of Lenders.  

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly completed and executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent two copies (or such other number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, properly

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completed and executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, properly completed and executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)properly completed and executed originals of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or

(4)to the extent a Foreign Lender is not the beneficial owner, properly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation

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prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority other than due to the failure of the indemnified party to comply with applicable law) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival.  Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)Defined Terms.  For purposes of this Section 2.17, the term “applicable law”includes FATCA.

 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  

(a)The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 3:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be

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made to the Administrative Agent at its offices at the address set forth in Section 9.01, except that payments pursuant to Sections 2.15, 2.17 and 9.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments hereunder shall be made in dollars.

(b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(d), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such

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Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

 Mitigation Obligations; Replacement of Lenders.  

(a)If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) if such assignee is not a Lender, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, and (D) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected.  A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a); and

(b)the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender affected thereby.

In the event that the Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.21.  Addition and Removal of Unencumbered Properties.

(a)Addition of Unencumbered Properties.  Subject to Section 5.11, the Borrower may at any time and from time to time designate additional Unencumbered Properties meeting the definition of Unencumbered Properties by providing (x) an updated Schedule 3.13, (y) the appropriate Subsidiary Guarantees (if required pursuant to Section 5.11) and (z) information regarding the new Subsidiary Guarantor that is reasonably required under the Act (as defined in Section 9.17) and similar “know your customer” requirements of the Lenders, at which time such additional Unencumbered Properties shall be included for purposes of determining the Borrower’s compliance with the Borrowing Base Covenants and the amount that may be borrowed hereunder.  Borrower shall be deemed to have made each of the representations and warranties in Section 3.13 (a) through (j) with respect to each Unencumbered Property being designated.  At the time Borrower designates an additional Unencumbered Property it shall also provide an updated calculation of the maximum amount that is available to be drawn hereunder, which shall be in form substantially similar to the availability calculation furnished to Lenders on or prior to the date of the first Loan made hereunder, it being acknowledged that financial data presented for existing Unencumbered Properties included in the last quarterly reporting package will be presented based on information included therein and financial data for other Unencumbered Properties shall be based on calculations described within the definition of Unencumbered Property NOI.

(b)Removal of Unencumbered Properties.  The Borrower may at any time and from time to time remove Unencumbered Properties by providing an updated Schedule 3.13 reflecting which Properties will no longer constitute Unencumbered Properties; provided that in connection therewith Borrower shall demonstrate to Administrative Agent that following removal of such Unencumbered Property that the Borrower continues to comply with Sections 6.12(a), (b) and (c) (based on the information as of the prior quarter) and provided Borrower complies with Section 6.12(a), (b) and (c) (based on the information as of the prior quarter) and there is no Event of Default at such time, such Property shall no longer constitute an Unencumbered Property for purposes hereof.  If a Subsidiary Guarantor no longer owns any Unencumbered Property (including as a result of a Property ceasing to be an Unencumbered Property), then such Subsidiary Guarantor shall automatically be released from the Guaranty and shall cease to be a Guarantor subject to and in accordance with Section 5.11.  Borrower shall be deemed to have made each of the representations and warranties in Section 3.13 with respect to the remaining Unencumbered Properties as of the time each Unencumbered Property is removed.  

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SECTION 2.22.  Funds Transfer Disbursements.  The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the BAQ.

ARTICLE IIIRepresentations and Warranties

The Borrower represents and warrants to the Lenders that:

 Organization; Powers.Each of the Loan Parties are duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

 Authorization; Enforceability.The Transactions are within the partnership or other organizational powers of each of the Loan Parties and have been duly authorized by all necessary partnership or other organizational action and, if required, partner or member action. This Agreement and each other Loan Document has been duly executed and delivered by the applicable Loan Parties and constitutes a legal, valid and binding obligation of such Loan Parties, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 Governmental Approvals; No Conflicts.The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except with respect to notices which have already been given or where the failure to obtain any of the foregoing would not have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents any of the Loan Parties or any order of any Governmental Authority, the violation of would have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any of the Loan Parties or its assets, or give rise to a right thereunder to require any payment to be made by any of the Loan Parties, which would reasonably be expected to have a Material Adverse Effect  and (d) will not result in the creation or imposition of any Lien on any asset of the Loan Parties if the breach of the foregoing would reasonably be expected to have a Material Adverse Effect.

 Financial Condition; No Material Adverse Change.(a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Trust and its Subsidiaries as of and for the fiscal quarter and the fiscal year ended December 31, 2020, certified by a Financial Officer.  Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Trust and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes.

(b)Since the date of the most recent audited Financial Statements delivered by Borrower, there has been no event or circumstance, that has had a Material Adverse Effect.

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 Properties.(a) Each of the Trust, Borrower and each Subsidiary has good title to, or valid leasehold interests in, all its real property material to its business, except for defects in title that would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Unencumbered Property is subject to any Liens, other than Permitted Encumbrances that are allowed by the definition of Unencumbered Property.

(b)Each of the Trust, Borrower and any Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such failure to own or license or such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

 Litigation and Environmental Matters.  (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower after due and diligent investigating, threatened against or affecting the Trust, Borrower or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b)Except for the Disclosed Matters and except with respect to any matter or events described in (i) through (iii) below that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Trust, Borrower nor any of their Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability.

(c)Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in a Material Adverse Effect.

 Compliance with Laws and Agreements.  Each Loan Party and each Subsidiary thereof is in compliance in all material respects with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.  

 Investment Company Status.None of the Borrower, any Person controlling the Borrower, nor any Subsidiary is required to be registered as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

 Taxes.Each of the Trust, the Borrower and their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Trust, Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10.  ERISA.

(a)Neither Borrower nor any Guarantor is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA ("Plan Assets"), and (ii) assuming that no portion of the assets used by any Lender in connection with the transactions contemplated under the Loan Documents constitutes Plan Assets, none of the transactions contemplated by this Agreement (x) violate any applicable governmental law

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substantially similar to Section 406 of ERISA or Section 4975 of the Code (such law, “Similar Law”) or (y) constitute a nonexempt prohibited transaction (as such term is defined in Section 4975(c)(1)(A)-(D) of the Code or Section 406(a) of ERISA) that could, in the case of clause (x) or (y), subject the Administrative Agent or any of the Lenders to any material tax or penalty or prohibited transactions imposed under Section 502(i) of ERISA, Section 4975 of the Code or applicable Similar Law.

(b)Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination, opinion or advisory letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by, or shall be timely submitted to, the Internal Revenue Service, and, to the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(c)There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect.  To the knowledge of the Borrower, there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(d)Except as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred, and the Borrower is not aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and to the knowledge of the Borrower, no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) was sixty percent (60%) or higher and the Borrower does not know of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such Plan to drop below sixty percent (60%) as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and to the knowledge of the Borrower, there are no premium payments with respect to any Plan which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that would be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and to the knowledge of the Borrower, no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan; provided, however, that, for purposes of this 3.10(c), “knowledge of the Borrower” shall mean the actual knowledge of the Borrower after making reasonable due and diligent inquiries of each ERISA Affiliate; provided, further, that, on any date, the Borrower shall be deemed to have made such reasonable due and diligent inquiry as to any such ERISA Affiliate as of such date if it has made such inquiry within ninety (90) days of such date (it being acknowledged that Borrower’s failure to conduct such inquiry shall not, by itself, constitute a breach of this representation or the Agreement as a whole).

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 Disclosure.The Borrower has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, none of the other reports, certificates or other information (other than projected financial information and other information of a general economic or industry-specific nature), in each case furnished in writing by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered by or on behalf of the Borrower hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that (i) as to written information supplied by third parties, the Borrower represents only that it has no actual knowledge of any material misstatement or omission therein, and (ii) with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to have been reasonable at the time such information was prepared (it being recognized by the Administrative Agent and the Lenders that actual results during the period or periods covered by any such projections and forecasts may differ from the projected or forecasted results and the differences may be material).

 Anti-Corruption Laws and Sanctions.None of (x) the Trust, the Borrower or any Subsidiary of the Trust or the Borrower or (y) to the knowledge of the Trust, the Borrower or any such Subsidiary, (1) any of their respective directors, officers, employees or controlled Affiliates or (2) any agent or representative of the Trust, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws.  Each of the Trust, the Borrower and any of their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Trust, the Borrower and such Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with Sanctions and the Anti-Corruption Laws.  Each of the Trust, the Borrower and any of their respective Subsidiaries, and to the knowledge of the Borrower, (aa) each director, officer and employee of the Trust, the Borrower and each such Subsidiary and (bb) each agent of the Trust, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, is in compliance with the Anti-Corruption Laws in all material respects.

(b)No use of proceeds of any Borrowing have been used by any Loan Party, to the knowledge of any Loan Party, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (iii) directly, or to the knowledge of any Loan Party, indirectly, in any manner that will result in any violation of any Anti-Corruption Law or applicable Sanctions.

 Unencumbered Properties.  Schedule 3.13 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as of the Effective Date and as supplemented from time to time in connection with the delivery of the certificate required under Section 5.01(d) hereof or as set forth in Section 2.21 and upon the inclusion or removal of a Property as an Unencumbered Property for purposes of the Borrowing Base Covenants, including the entity that owns each Unencumbered Property.  With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and warrants as

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follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld):

(a)No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Borrower or the applicable Subsidiary, to the extent the same is available on commercially reasonable terms, has obtained and will maintain insurance coverage for flood and other water damage in the amount of the replacement cost of the improvements at the Unencumbered Property.

(b)To the Borrower’s knowledge, the Unencumbered Property and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws (“Applicable Laws”).

(c)Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property is served by all utilities required for the current use thereof, all utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service.

(d)Except to the extent not completed on Assets Under Development and Land, all roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public.

(e)Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems.

(f)Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property.  The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use.  The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents).  There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, impair the use or operation thereof, or interfere with the ordinary conduct of business of the Borrower or any Subsidiary.

(g)Except to the extent not completed on Assets Under Development and Land, to Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems or with respect to any Unencumbered Property will be upon completion of such Unencumbered Property.

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(h)All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property.  All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has any necessary permits for ingress and egress.

(i)There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided.

(j)Each Unencumbered Property satisfies each of the requirements set forth in the definition of “Unencumbered Property”.

A breach of any of the representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not constitute a Default or an Event of Default (unless the elimination of such Property as an Unencumbered Property results in a Default or Event of Default under one of the other provisions of this Agreement).

 Subsidiaries; Equity Interests.  As of the Effective Date, Schedule 3.14 sets forth the direct owners of outstanding Equity Interests in each Subsidiary Guarantor and such Equity Interests have been validly issued, are, to the extent applicable, fully paid and nonassessable and are owned by such owner free and clear of all Liens, other than Permitted Encumbrances.  At least seventy percent (70%) of the Equity Interests in Borrower are owned by the Trust.  

 REIT Status.  The Trust is qualified or has elected status as a real estate investment trust under Section 856 of the Code and currently is in compliance in all material respects with all provisions of the Code currently applicable to the qualification of the Trust as a real estate investment trust, and with respect to any qualification requirements not yet applicable, will be in compliance with those qualification requirements when applicable.  

 No Default.  No Default or Event of Default has occurred and is continuing.

SECTION 3.17.  Beneficial Ownership Certification.  As of the Effective Date, the information included in the Beneficial Ownership Certification (if such certification was required to be delivered by the Administrative Agent) is true and correct in all respects.

SECTION 3.18.  Affected Financial Institution.  No Loan Party is an Affected Financial Institution.

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ARTICLE IVConditions

 Effective Date of Obligations to Make Loans.  The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page).

(b)The Administrative Agent (or its counsel) shall have received from each Guarantor a counterpart of each Guaranty signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page).

(c)Reserved.

(d)The Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Bryan Cave Leighton Paisner LLP, counsel for the Borrower, covering such matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request.  The Borrower hereby requests such counsel to deliver such opinion.

(e)The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(f)The Administrative Agent shall have received a certificate, dated as of the Effective Date, and signed by a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02, and containing a pro forma calculation of the financial covenants set forth in Section 6.11 and the Borrowing Base Covenants (which pro forma calculations may, in each case, take into account, among other things, the straight line rent treatment of any free rent periods for all leases that have commenced as of the Effective Date), in each case for the fiscal quarter of Borrower ending December 31, 2020.

(g)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(h)All governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and the continuing operations of the Borrower and the Guarantors shall have been obtained and be in full force and effect.

(i)The Lenders shall have received the Trust’s unaudited financial statements, dated December 31, 2020, in form and substance reasonably satisfactory to the Administrative Agent.  

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(j)The Lenders shall have received all information regarding the Borrower and the Trust that is reasonably required under the Patriot Act and similar “know your customer” requirements of the Lenders.

(k)If Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then Borrower shall deliver to the Administrative Agent at least three (3) days prior to the Effective Date, in form and substance satisfactory to the Administrative Agent, a Beneficial Ownership Certification.

(l)Administrative Agent shall have received a completed and executed BAQ, dated as of the Effective Date, in the form attached hereto as Exhibit B.  

(m)The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on June 30, 2021 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

 Each Credit Event.The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a)The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (except to the extent qualified by materiality in which case such representations and warranties so qualified shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations or warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent qualified by materiality in which case such representations and warranties so qualified shall be true and correct in all respects) as of such earlier date.

(b)At the time of and immediately after giving effect to such Borrowing no Default shall have occurred and be continuing.

(c)Borrower shall have provided to the Administrative Agent a replacement BAQ, to the extent that a Borrowing is to be disbursed in any manner other than as described in the BAQ then in effect.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE VAffirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

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 Financial Statements; Ratings Change and Other Information.The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall deliver to the Lenders promptly following receipt from the Borrower unless such deliveries are posted on an Approved Electronic Platform to which the Lenders have access):

(a)within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited (as to the Trust only) consolidated balance sheet and related statements of income and retained earnings and cash flows of the Consolidated Group as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary, or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated balance sheet and related statements of income and retained earnings and cash flows of the Consolidated Group as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year (if available), all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(c)concurrent with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate executed by a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.11 and 6.12, and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the most recent audited Financial Statements delivered by Borrower that affects the Financial Statements, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d)concurrent with the annual and quarterly financial statements required under clauses (a) and (b) above, a schedule of the Unencumbered Properties comprising the Total Unencumbered Property Pool Value, summarizing Unencumbered Property NOI;

(e)promptly after the same become publicly available, upon request of Administrative Agent copies of all material periodic and other reports, registration statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be;

(f)prior to the first (1st) day of February in each fiscal year of the Borrower ending prior to the Maturity Date, projected balance sheets, operating statements, profit and loss projections and cash flow budgets of the Borrower and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations required to establish whether or not the Borrower, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants

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contained in Section 6.11 and at the end of each fiscal quarter of the next succeeding fiscal year; and

(g)promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as may be reasonably requested pursuant to a reasonable and customary request by the Administrative Agent or any Lender.

Documents required to be delivered pursuant to Section 5.01(a) or (b) or Section 5.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address provided to Administrative Agent; or (ii) on which such documents are publicly filed or are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that:  (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Subject to Section 9.12, the Borrower further agrees to clearly label the financial statements described in clauses (a) and (b) (collectively, “Financial Statements”) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Siders” before delivering them to the Administrative Agent, but only if such Financial Statements are not publicly filed.  

 Notices of Material Events.The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a)the occurrence of any Default of which Borrower has knowledge;

(b)the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that has a reasonable likelihood of being adversely determined and, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(c)the occurrence of any ERISA Event of which the Borrower has knowledge that, alone or together with any such other ERISA Events that have occurred, would reasonably be expected to result in Material Adverse Effect; provided, however, that “knowledge” of the Borrower shall mean the actual knowledge of the Borrower after making due and diligent inquiries of each ERISA Affiliate having a substantial ownership interest in the Borrower; provided further that, on any date, the Borrower shall be deemed to have made such due and diligent inquiry as to any such ERISA Affiliate as of such date if it has made such inquiry within 90 days of such date (it being acknowledged and agreed that the Borrower is not required to make any such inquiry);

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(d)if reasonably requested by the Administrative Agent, any change in the information provided in the Beneficial Ownership Certification (if previously provided at the Administrative Agent’s request) that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such Beneficial Ownership Certification; and

(e)any other development of which Borrower is aware that has resulted in, or would be reasonably expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

 Existence; Conduct of Business.The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transfer not prohibited hereunder.

 Payment of Obligations.The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

 Maintenance of Properties; Insurance.  The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to and necessary in the conduct of its business in good working order and condition, ordinary wear and tear excepted, to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and (b) maintain (directly or indirectly through its tenants), with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations (it being understood that, to the extent that insurance required hereunder is maintained solely by a tenant of Borrower or a Subsidiary, then Borrower and/or such Subsidiary, as applicable, shall be named as a loss payee and additional insured under each such policy).

 Books and Records; Inspection Rights.  The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in accordance with GAAP.  The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties (subject to the rights of tenants thereon), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

 Compliance with Laws.The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.  The Borrower will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions.

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 Use of Proceeds.The proceeds of the Loans will be used only for general business purposes of the Borrower or its affiliates (including, but not limited to debt refinancing, property acquisitions, new construction, renovations, expansions, tenant improvement, refinancing of existing lines, financing acquisition of permitted investments, and closing costs and equity investments primarily associated with commercial real estate property acquisitions or refinancings).  No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X.  The Borrower will not request any Borrowing, and the Borrower shall not use, and shall assure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C)  in any manner that would result in the violation of any Sanctions applicable to any party hereto.

 Accuracy of Information.The Borrower will ensure that any information (other than projected financial information and other information of a general economic or industry-specific nature), in each case furnished in writing by or on behalf of the Borrower to the Administrative Agent and if applicable, the Lenders in connection with this Agreement or any amendment or modification hereof or waiver hereunder (as modified or supplemented by other information so furnished) contains no material misstatement of fact or does not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 5.09, provided that (i) as to written information supplied by third parties, the Borrower represents only that it has no actual knowledge of any material misstatement or omission therein, and (ii) with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to have been reasonable at the time it was prepared (it being recognized by the Administrative Agent and the Lenders that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results and the differences may be material).  

 REIT Status.  The Trust will at all times following its election as a real estate investment trust, continue to elect to be treated as a real estate investment trust and comply with all applicable provisions of the Code necessary to allow the Trust to qualify for status as a real estate investment trust.  

 Subsidiary Guaranties.  Subject to the provisions set forth below, the Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above.  For any Property added to the pool of Unencumbered Properties after the date hereof (unless owned by an Exchange Fee Titleholder), Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the Guarantors under Section 4.01.  If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the Subsidiary of Borrower that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending.  If Borrower designates a Property that is owned by

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an Exchange Property Owner to be included as an Unencumbered Property during the period of time that the Exchange Beneficial Interests are being marketed, then the Exchange Depositor shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time (not to exceed 24 months) during which the sale of Exchange Beneficial Interests is pending, but only for so long as such Property remains an Unencumbered Property.  If Borrower designates a Property that is owned by an Exchange Property Owner to be included as an Unencumbered Property following the exercise of the FMV Option, then the Subsidiary Owner of the Exchange Beneficial Interests shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor, but only for so long as such Property remains an Unencumbered Property.  For Unencumbered Properties owned by an Exchange Fee Titleholder, upon completion or termination of the reverse exchange, if Borrower desires the applicable Property to remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the entity that had previously been master leasing such Property shall be automatically released from the Subsidiary Guaranty.

A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary (or Exchange Fee Titleholder if the Subsidiary Guarantor is the master lessee) being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released (or owned by the Exchange Fee Titleholder if the Subsidiary Guarantor being released is the master lessee) as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor.  A Subsidiary that became a party to the Subsidiary Guaranty because it was master leasing a Property owned by an Exchange Fee Titleholder shall be released upon delivery of a joinder to the Subsidiary Guaranty by the Exchange Fee Titleholder once it becomes a Subsidiary of the Borrower, or an election by Borrower to cause such Property to cease to be an Unencumbered Property in accordance with the terms of this Agreement.  A Subsidiary that became a party to the Subsidiary Guaranty because it was an Exchange Depositor shall be released in accordance with Section 6.12 upon the earlier of the end of the marketing period described therein or 24 months, at which point such Property shall cease to be an Unencumbered Property or an election by Borrower to cause such Property to cease to be an Unencumbered Property in accordance with the terms of this Agreement.  In addition, each Subsidiary Guarantor may be released at the request of the Borrower (and the Property owned by it may continue to be an Unencumbered Property) once the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Moody’s or Fitch, provided that such Subsidiary Guarantor and each intervening entity between the Borrower and such Subsidiary Guarantor is also released from any other unsecured debt or guaranties of Indebtedness other than trade payables and other obligations incurred in the ordinary course of business, provided that the Property owned by it may no longer be considered an Unencumbered Property if such Subsidiary or any intervening entity between the Borrower and such Subsidiary Guarantor subsequently incurs unsecured debt or enters into a guaranty of Indebtedness of another Person (unless such Subsidiary executes a new Subsidiary Guaranty).  In addition, at such time as the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Moody’s or Fitch, the Subsidiary owning an Unencumbered Property shall not be required to be a Subsidiary Guarantor in order for such Property to qualify as an Unencumbered Property so long as none of the Subsidiary owning such Unencumbered Property or any intervening entity between the Borrower and such Subsidiary Guarantor has any other outstanding unsecured debt (other than trade payables and other obligations incurred in the

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ordinary course of business) or guarantees of Indebtedness.  Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the Issuing Bank hereby authorize the Administrative Agent to deliver such acknowledgement.

SECTION 5.12.  Investor Guaranties.  The Administrative Agent and the Lenders have agreed to accept from time to time, upon the request of Borrower, one or more Investor Guaranties.  No Investor Guarantor shall be a Person with respect to whom Administrative Agent or any Lender is prohibited by applicable law from doing business, and Borrower shall deliver such information as Administrative Agent may reasonably request to verify the foregoing.  

SECTION 5.13.  No Plan Assets.  The Borrower and each Guarantor will, for so long as this Agreement is outstanding, (i) use reasonable efforts to ensure that none of its assets constitute Plan Assets and (ii) not take any action, or omit to take any action, which would cause any of the transactions contemplated in this Agreement to be (x) a non-exempt prohibited transaction under Section 4975(c)(1)(A)-(D) of the Code or Section 406(a) or ERISA or (y) a violation of any applicable Similar Law that would, in the case of either clause (x) or (y), subject the Administrative Agent or any of the Lenders, on account of any Loan or execution of the Loan Documents hereunder, to any material tax or penalty or prohibited transactions imposed under Section 502(i) of ERISA or Section 4975 of the Code or any applicable Similar Law.   The Borrower will provide evidence that the foregoing requirements are satisfied from time to time as reasonably requested by the Administrative Agent in its sole discretion.

ARTICLE VINegative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees  payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

 Indebtedness; Negative Pledges.The Borrower will not permit (i) any Subsidiary Guarantor or, following release of the Subsidiary Guaranty, any Subsidiary owning an Unencumbered Property, to create, incur, assume or permit to exist any Indebtedness (excluding obligations under the Loan Documents, current trade payables, unsecured Indebtedness in the ordinary course of business that is not for borrowed money and completion and similar bonds in the ordinary course of business), and (ii) negative pledge clauses or similar covenants or restrictions or agreements which would entitle an entity to the benefit of any lien upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause) on any Unencumbered Property (other than Permitted Encumbrances provided that Permitted Encumbrances under clauses (h) and (l) of the definition thereof must be in favor of a Loan Party); provided, however, that (a) the foregoing restrictions in (i) and (ii) shall not apply to any revolving loan, term loan, private placement facility or bond offering (or any guaranty of any of the foregoing) that is unsecured and pari passu to the Loans (or the Guarantees, as applicable), and (b) clause (ii) shall not apply to (1) restrictions and conditions imposed by law or by this Agreement, (2) restrictions and conditions existing on the date hereof identified on Schedule 6.01 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (3) customary restrictions and conditions contained in agreements relating to the sale of an asset or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the asset or Subsidiary that is to be sold and such sale is permitted hereunder, (4) customary provisions in leases, licenses and other contracts restricting the assignment thereof or (5) customary restrictions in connection with any Permitted Encumbrance or any document or instrument governing any Permitted Encumbrance (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Encumbrance).

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 Liens.The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any Unencumbered Property, whether now owned or hereafter acquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any Unencumbered Property, except for those Permitted Encumbrances permitted by the definition of Unencumbered Property.

 Fundamental Changes.  The Borrower will not, and will not permit any Subsidiary to, (i) whether pursuant to a Delaware LLC Division, Delaware LP Division or otherwise, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all/any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), (iii) whether pursuant to a Delaware LLC Division, Delaware LP Division or otherwise, liquidate or dissolve, (iv) divide into two or more Persons, including becoming a Delaware Divided LLC or Delaware Divided LP (whether or not the original Person survives such division) or (v) create, or reorganize into, one or more series pursuant to a Delaware LLC Division or Delaware LP Division, or except that, so long as no Default exists or would result therefrom:

(a)any Person may merge or consolidate with or into (i) the Borrower or the Trust, provided that the Borrower or the Trust, as applicable, shall be the continuing or surviving Person and there is no Change in Control, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person;

(b)any Subsidiary may merge, dissolve or liquidate, or sell, transfer, lease or otherwise dispose of any, all or substantially all of its assets, and Borrower may sell, transfer or otherwise dispose of any or all of its direct and indirect Equity Interests in any Subsidiary, provided that if such Subsidiary owns a Property that had been included as an Unencumbered Property, Borrower shall have complied with the requirements of Section 2.21(b) for removal of such Unencumbered Property;

(c)Borrower or Trust may enter into a merger in which such entity is the survivor, and there is no Change in Control and Borrower has complied with Section 6.09, to the extent applicable;

(d)Any Loan Party may sell, transfer, lease or otherwise dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party (or to any Person that becomes concurrently with such sale, transfer, lease or other disposition a Loan Party pursuant to Section 5.11); provided, any Loan Party that is a Wholly-Owned Subsidiary shall only be permitted to sell, transfer, lease or dispose of its assets to another Wholly-Owned Subsidiary pursuant to this clause (d); and

(e)Any Subsidiary that is not a Loan Party may merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, pursuant to a Delaware LLC Division or Delaware LP Division and may consummate any transaction described in clauses (iv) and (v) above.

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 Investments, Loans, Advances, Guarantees and Acquisitions.Except as permitted in Section 6.03, the Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except for industrial properties (including Subsidiaries that own only industrial properties), Cash and Permitted Investments and except that investments shall be permitted in the following categories of assets provided that investments described in clauses (a) through (f) below shall not exceed an aggregate thirty percent (30%) (determined after giving effect to any deductions for any amounts which exceed the thresholds described in clauses (a) through (f) below) of Total Asset Value, and shall be subject to individual limits set forth below:

(a)Ownership of Land up to five percent (5%) of Total Asset Value;

(b)Investments in Unconsolidated Affiliates (including real estate funds or privately held companies) up to twenty-five percent (25%) of Total Asset Value;

(c)Ownership of non-industrial improved Properties up to ten percent (10%) of Total Asset Value;

(d)Debt Instruments (including mezzanine debt and mortgage notes) and investment in any REIT stocks or REIT preferred securities up to five percent (5%) of Total Asset Value;

(e)Exchange Debt Investments up to 12.5% of Total Asset Value; and

(f)Ownership of Assets Under Development (which for this purpose shall be the book value plus the budgeted cost to complete) up to ten percent (10%) of Total Asset Value.

In the event that any Investments exceed the maximum amounts set forth above (including the thirty percent (30%) limitation for the investments described in clauses (a) through (f) above), such excess Investments shall not constitute an Event of Default but shall be excluded (without duplication) from the calculation of the financial covenants in Section 6.11.  

 Swap Agreements.The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or expected exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), or (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.  

 Restricted Payments.Without the consent of the Required Lenders, the Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment at any time during which an Event of Default is continuing, except (i) to the extent necessary for the Trust or any Subsidiary of the Trust that is a real estate investment trust to maintain its status as a real estate investment trust, so long as no Event of Default under Section 7.01(h) or (i) has occurred and is continuing, and (ii) distributions by any Subsidiary directly or indirectly to the Borrower.

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 Transactions with Affiliates.  The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not materially less favorable to the Borrower or such Subsidiary taken as a whole than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate, (c)  any Restricted Payment permitted by Section 6.06, and (d) pursuant to each of the agreements listed on Schedule 6.07 attached hereto together with any amendment, modification, renewal, replacement or similar agreement entered into on terms which are not materially less favorable to the Borrower or the Trust (taken as a whole) than the Agreement set forth on Schedule 6.07.

 Reserved.  

 Transfers of Direct or Indirect Interests in Borrower.In addition to the requirement that Borrower shall not permit transfers of direct or indirect interests in Borrower that result in a Change in Control, if the transfer will result in there being a direct or indirect owner of twenty-five percent (25%) or more in the Borrower (other than an entity that owns, directly or indirectly, twenty-five percent (25%) or more of the Borrower as of the date hereof) (a “Material Transfer”), Borrower shall give Administrative Agent prior notice of such Material Transfer and provide to Administrative Agent such information about the transferee as Administrative Agent or any Lender may reasonably request.  In addition, no Material Transfer of a direct or indirect interest in the Borrower shall be permitted if such transfer: (i) would result in the representation in Section 3.12 to not be true, (ii) would result in a violation of applicable U.S. Federal law or regulation for Lenders to have a loan outstanding to a borrower in which such proposed transferee owns a direct or indirect interest, or (iii) would in the good faith judgment of the Administrative Agent result in a reasonable likelihood of “reputational risk” for Administrative Agent as a result of doing business with such transferee.  In the event that the Borrower advises the Administrative Agent of a Material Transfer, if Administrative Agent believes that such Material Transfer would violate (ii) or (iii) above, Administrative Agent shall so advise Borrower within ten (10) Business Days (or, if requested by the Administrative Agent, such longer period of time as is required for Administrative Agent and Lenders to complete all diligence and compliance searches that are, in each case, required by law or regulations applicable to Administrative Agent or any such Lender (the “Additional Due Diligence Period”) after receipt of a notice of the proposed transfer, and the failure of Administrative Agent to do so within such ten (10) Business Day time period (or ten (10) Business Days following the end of such Additional Due Diligence Period) shall be deemed to be a determination by the Lenders that such proposed Material Transfer does not violate clauses (ii) or (iii) above.  The Administrative Agent shall promptly notify the Borrower when the Additional Due Diligence Period ends.  

 Sanctions Laws and Regulations.  The Borrower shall not, and shall not permit any other Loan Party, any other Subsidiary or any of its of their respective directors, officers or employees or, to its actual knowledge, agents to, use any proceeds of the Loans to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock.  The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any proceeds of the Loans (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable Anti-Corruption Laws, (b) for the purpose of funding, financing or (to the knowledge of any Loan Party) facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (c) in any other manner that would result in the violation of any Sanctions applicable to any party hereto.

 Financial Covenants.

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The Borrower shall not:

(a)Consolidated Tangible Net Worth. Permit the Consolidated Tangible Net Worth of the Consolidated Group as of the last day of any fiscal quarter to be less than $254,017,212.77 plus seventy-five percent (75%) of the aggregate proceeds received by the Consolidated Group (net of reasonable related fees and expenses and net of any redemption of shares, units or other ownership interest in the Consolidated Group during such period) in connection with any offering of stock or other equity after June 30, 2019.

(b)Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.50:1.00 as of the last day of any fiscal quarter.  In all cases, the Consolidated Fixed Charge Coverage Ratio shall be determined based on information for the most recent quarter annualized.

(c)Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio to be more than sixty percent (60%) as of the last day of any fiscal quarter, which maximum percentage shall be increased to sixty-five percent (65%) for the four (4) consecutive calendar quarters starting with the date of the Material Acquisition.  

(d)Secured Indebtedness.  Permit Total Secured Indebtedness to Total Asset Value to exceed forty-five percent (45%) as of the last day of each fiscal quarter.  

(e)Secured Recourse Indebtedness.  Permit Total Secured Recourse Indebtedness to exceed fifteen percent (15%) of Total Asset Value as of the last day of any fiscal quarter, excluding recourse associated with interest rate hedges.

(f)Minimum Total Asset Value.  Permit Total Asset Value at any time to be less than $500,000,000.

SECTION 6.12.  Borrowing Base Covenants.

The Borrower shall:

(a)Maximum Unencumbered Interest Coverage Ratio.  Not permit the Unencumbered Interest Coverage Ratio to be less than 2.00:1.00.

(b)Maximum Unencumbered Property Pool Leverage Ratio.  Not permit the Unencumbered Property Pool Leverage Ratio to be more than sixty percent (60%), which maximum percentage shall be increased to sixty-five percent (65%) for the four (4) consecutive calendar quarters starting with the date of the Material Acquisition.  

(c)Unencumbered Property Pool Criteria.  Comply with the following requirements regarding Unencumbered Properties:

(i)There must be a minimum of $250,000,000 in Total Unencumbered Property Pool Value at all times;

(ii)There must be at least fifteen (15) Unencumbered Properties;

(iii)Each Unencumbered Property must be located in the continental United States and be either (x) directly or indirectly wholly owned by the Borrower or (y) at least ninety-five percent (95%) directly or indirectly owned by Borrower in the event such Unencumbered Property owner is a real estate investment trust (or owned directly or

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indirectly by a real estate investment trust); provided that, no more than ten percent (10%) of the Total Unencumbered Property Pool Value may be attributable to Unencumbered Property included pursuant to this clause (y), and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder;

(iv)No single Unencumbered Property shall account for more than twenty-five percent (25%) of Total Unencumbered Property Pool Value and any amount in excess of twenty-five percent (25%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder;

(v)The percentage of Total Unencumbered Property Pool Value attributable to Unencumbered Property NOI from a single tenant shall not exceed (x) twenty-five percent (25%) if the tenant has an Investment Grade Rating (or another comparable tenant reasonably approved by the Required Lenders for treatment as an investment grade tenant for the purpose of this provision) or (y) twenty percent (20%) for all other tenants, and any amount in excess of twenty-five percent (25%) or twenty percent (20%), respectively, shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(vi)(x) If Total Asset Value is less than $1,000,000,000, then no more than ten percent (10%) of Total Unencumbered Property Pool Value may be attributable to (A) Assets Under Development, (B) Unencumbered Property that is non-industrial improved property or incidental thereto and (C) Land, and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder, or (y) if Total Asset Value is more than or equal to $1,000,000,000, then no more than twenty-five percent (25%) of Total Unencumbered Property Pool Value may be attributable to (A) Assets Under Development, (B) Unencumbered Property that is non-industrial (or uses incidental thereto) improved property, (C) Land and (D) Lease-Up Properties that are being valued at Property Investment Value after the applicable Lease-Up Property has been owned for more than eighteen (18) months, and any amount in excess of twenty-five percent (25%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(vii)No more than ten percent (10%) of Total Unencumbered Property Pool Value may be attributable to Unencumbered Properties that are ground leased under Financeable Ground Leases (as opposed to being owned in fee simple by the Borrower or a Subsidiary Guarantor), and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(viii)The Total Unencumbered Property Pool Value attributable to Exchange Debt Investments shall not exceed twelve and one half percent (12.5%), and any amount in excess of twelve and one half percent (12.5%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

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(ix)The Total Unencumbered Property Pool Value attributable to Exchange Properties shall not exceed fifteen percent (15%), and any amount in excess of fifteen percent (15%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(x)Investments of the type described in clauses (vi) through (ix) above shall not exceed an aggregate of thirty percent (30%) of Total Unencumbered Property Pool Value (determined after giving effect to any deductions for amounts that exceed the thresholds described in clauses (vi) through (ix) above), and any amount in excess of such thirty percent (30%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(xi)No more than ten percent (10%) of Total Unencumbered Property Pool Value may be attributable to Unencumbered Properties that are leased pursuant to Tax Incentive Lease Agreements (as opposed to being owned in fee simple by the Borrower or a Subsidiary Guarantor), and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

SECTION 6.13.  Exchange Property; Exchange Fee Titleholders.  For purposes of calculation of the applicable financial covenants set forth in Sections 6.11 and 6.12, the Borrower and its Subsidiaries shall be given credit for Exchange Properties and properties held by an Exchange Fee Titleholder pursuant to an exchange that qualifies, qualified or is intended to qualify as a reverse exchange under Section 1031 of the Code (including in the event any such property is subject to a mortgage in favor of, or for the benefit of, the Borrower or any of its Subsidiaries) as described herein.

SECTION 6.14.  Special Provisions regarding Permitted Tax Incentive Transactions. Notwithstanding any provision in this Agreement to the contrary, any Lien created in connection with a Permitted Tax Incentive Transaction solely to secure repayment of a bond, note or other obligation owned by Borrower or a Subsidiary (or any affiliate thereof) shall be deemed a Permitted Encumbrance. In furtherance of the foregoing, (i) nothing in the definition of Property shall preclude a Tax Incentive Property under a Permitted Tax Incentive Transaction from constituting Property; (ii) the definition of Subsidiary Owner shall include any Subsidiary that leases Tax, Incentive Property pursuant to a Tax Incentive Lease Agreement under a Permitted Tax Incentive Transaction; (iii) the definition of Guarantee shall exclude Tax Incentive Guaranties so long as Borrower or a Subsidiary is the holder of the bond, note or other obligation that is guaranteed; (iv) no Tax Incentive Lease Agreement entered into in connection with a Permitted Tax Incentive Transaction shall constitute (or be deemed to constitute) Indebtedness or a Sale-Leaseback Master Lease; (v) the provisions of Section 5.11 with respect to any Subsidiary that owns any Unencumbered Property shall also apply to any Subsidiary that leases an Unencumbered Property that is a Tax Incentive Property pursuant to a Tax Incentive Lease Agreement, such that such Subsidiaries shall become Subsidiary Guarantors pursuant to the terms of this Agreement; and (vi) the investment of any Subsidiary in bonds issued in connection with any Permitted Tax Incentive Transaction shall not constitute an Investment.

For the avoidance of doubt, (a) any applicable amounts pursuant to subsections (i) and (ii) of the definition of Net Operating Income related to a third-party lease affecting any Tax Incentive Property shall be included in the calculation of Net Operating Income for such Tax Incentive Property, but interest income of any Subsidiary from bonds issued in connection with any Permitted Tax Incentive Transaction and related rent expense under any Tax Incentive Lease Agreement with respect to the applicable Tax Incentive Property shall be disregarded for purposes of calculating Net Operating Income for such Tax Incentive Property; (b) interest payable by any Subsidiary under Tax Incentive Indebtedness in connection with any

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Permitted Tax Incentive Transaction (to the extent such Subsidiary is also the owner or holder of the bonds issued in connection with such Permitted Tax Incentive Transaction) shall be excluded from the calculation of Recurring Interest Expense; (c) the calculation of Total Asset Value shall include the Property Value, Property Investment Value, unrestricted cash and Cash Equivalents and any other amounts which would otherwise be included in the calculation of Total Asset Value with respect to any other Property, of any Tax Incentive Property, but the investment of any Subsidiary in bonds issued in connection with any Permitted Tax Incentive Transaction shall be excluded from any calculation of Total Asset Value; (d) the term Indebtedness shall not include any Tax Incentive Indebtedness (including pursuant to an Tax Incentive Guaranty) under any Permitted Tax Incentive Transaction; and (e) no Tax Incentive Indebtedness (including pursuant to a Tax Incentive Lease Agreement or a Tax Incentive Guaranty) shall constitute a “liability” for purposes of determining Consolidated Tangible Net Worth (but other liabilities that are current and payable to a party other than Borrower or a Subsidiary in connection with the Tax Incentive Property such as indemnification obligations shall constitute a “liability”).

ARTICLE VIIEvents of Default

 Events of Default.  If any of the following events (“Events of Default”) shall occur:

(a)the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)the Borrower shall fail to pay any interest on any Loan or any fee and such failure shall continue unremedied for a period of five days or the Borrower shall fail to pay any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days after receipt of written notice of such failure;

(c)any representation or warranty made or deemed made by or on behalf of the Borrower or any Loan Party in this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any certificate or other material document delivered by or on behalf of Borrower pursuant to the requirements contained in this Agreement, any Loan Document, or any amendment or modification hereof or waiver hereunder, shall prove to have been materially incorrect when made or deemed made;

(d)the Borrower or any other Loan Party (to the extent that the covenant or agreement noted below expressly require performance by such Loan Party) shall fail to observe or perform any covenant or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence), 5.08, 6.03, 6.04, 6.06, 6.10 or 6.11;

(e)the Borrower or any other Loan Party (to the extent such covenant, condition or restriction expressly requires performance by such Loan Party) shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than Sections 6.11 or 6.12, those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent to the Borrower; provided that such period shall be extended for up to an additional thirty (30) days so long as such breach is reasonably susceptible of cure within such additional period and the Borrower or such Loan Party, as applicable, diligently and in good faith continues to prosecute such cure to completion;

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(f)the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 6.12 and Borrower shall not have, within sixty (60) days after notice thereof from the Administrative Agent to the Borrower, made or caused to be made a prepayment of the Loans in an amount such that, had such prepayment been made on the last day of the fiscal quarter in which such failure occurred, no such failure shall have occurred; provided that the Lenders shall have no obligation to make additional Loans during such sixty (60) day period unless or until such prepayment is made;

(g)any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to Indebtedness that becomes due as a result of a casualty or insurance recovery event or any voluntary sale or transfer of the property or assets;

(h)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Loan Party or its debts, or of a substantial part of its assets, in each case under any  Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for ninety (90) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)the Borrower or any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors;

(j)the Borrower or any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k)one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 shall be rendered against the Borrower, any Loan Party or any combination thereof (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) and, in either case (A) the same shall remain undischarged for a period of sixty (60) consecutive days during which execution shall not be effectively stayed, or (B) enforcement proceedings shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Loan Party to enforce any such judgment but only if Borrower or any applicable party has not paid such judgment or otherwise set aside such judgment within thirty (30) days after the commencement of enforcement proceedings;

(l)an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; or

(m)a Change in Control shall occur.

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then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, with the consent of the Required Lenders, and shall, at the request of the Required Lenders by notice to the Borrower, take any of the following actions, at the same or different times:  (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

 Application of Funds.  After the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.20, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent) then due and payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) then due and payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender)), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, and other Obligations then due and payable, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations then due and payable have been paid in full, to the Borrower or as otherwise required by Law.

ARTICLE VIIIThe Administrative Agent

SECTION 8.01.  Authorization and Action.

(a)Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its

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obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b)As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided.  Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Trust, the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.  Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i)the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and

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(ii)nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account;

(d)The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e)No Joint Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

(f)In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

(g)The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Trust, the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.

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SECTION 8.02.  Administrative Agent’s Reliance, Limitation of Liability, Etc.

(a)Neither the Administrative Agent nor any of its Related Parties shall be (i) liable  for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)The Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower, or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower or a Lender.  Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.

(c)Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in

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advance of the making of such Loan, and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

(d)All communications from the Administrative Agent to Lenders requesting Lenders’ determination, consent or approval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter as to which such determination, consent or approval is requested, (iii) shall include a legend substantially as follows, printed in capital letters or boldface type:

“THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE.  FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS AFTER THE DELIVERY OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE MATTER DESCRIBED ABOVE.”

and (iv) shall include Administrative Agent’s recommended course of action or determination in respect thereof.  Each Lender shall reply promptly to any such request, but in any event within ten (10) Business Days after the delivery of such request by Administrative Agent (the “Lender Reply Period”).  Unless a Lender shall give written notice to Administrative Agent that it objects to the recommendation or determination of Administrative Agent within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination.  With respect to decisions requiring the approval of the Required Lenders or all Lenders, Administrative Agent shall timely submit any required written notices to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended by Administrative Agent or such other course of action recommended by the Required Lenders or all of the Lenders, as the case may be, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.  Nothing in this provision shall restrict the Administrative Agent from requesting a reply to a request for an approval in less than ten (10) Business Days but the deemed approval provided in this provision shall not apply until the expiration of a ten Business Day period.

SECTION 8.03.  Posting of Communications.

(a)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b)Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be

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confidentiality and other risks associated with such distribution.  Each of the Lenders and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c)THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY JOINT LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT DAMAGES (except, as to each such applicable party, to the extent such DIRECT damages are found by a final, non-appealable judgment of a court to have arisen from the willful misconduct, bad faith or gross negligence of such applicable party or an affiliate of such applicable party) OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

(d)Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents.  Each Lender agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(e)Each of the Lenders and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(f)Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

SECTION 8.04.  The Administrative Agent Individually. With respect to its Commitment and Loans, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender.  The terms “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its

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Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, the Trust, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 8.05.Successor Administrative Agent.

(a)The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, whether or not a successor Administrative Agent has been appointed.  Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent.  If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank.  In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing).  Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b)Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(c)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the reasonable consent of the Borrower so long as no Event of Default has occurred and is continuing, appoint a successor.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30)

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days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then (i) such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date, and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the removed Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender.

SECTION 8.06.  Acknowledgements of Lenders.

(a)Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans  and in providing other facilities set forth herein as may be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(b)Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

(c)(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid

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to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine.  A notice of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.

(ii)Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(iii)The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party.

(iv)Each party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

SECTION 8.07.  Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans or the Commitments,

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(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, or Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

(c)The Administrative Agent, and each Joint Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent fees, utilization fees, minimum usage fees, deal-away or alternate transaction fees, amendment fees, processing fees, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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ARTICLE IXMiscellaneous

 Notices.  

(a)Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service or sent by electronic mail, as follows:

(i)if to the Borrower, to it at c/o Black Creek Group, 518 Seventeenth Street, Suite 1700, Denver, CO 80202, Attention: Scott Seager, Chief Financial Officer  (Telecopy No. (303) 869-4602, Email: scott.seager@blackcreekgroup.com), with a copy to:  c/o Black Creek Group, 518 Seventeenth Street, Suite 1700, Denver, CO 80202, Attention of General Counsel (Email: josh.widoff@blackcreekgroup.com);

(ii)if to the Administrative Agent, to JPMorgan Chase Bank, N.A., JPMorgan Loan Services, 500 Stanton Christiana Road, Ops 2, 3rd Floor Newark, DE 19713, Attention of Loan and Agency Services Group (Telecopy No. 1 (302) 634-3301);

(iii)if to any other Lender, to it at its address (or telecopy number or email address) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile or email shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices delivered through Approved Electronic Platforms (other than email), to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)Notices and other communications to the Borrower, any Loan Party, and the Lenders hereunder may be delivered or furnished by using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c)Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(d)Any party hereto may change its address or telecopy number or email address for notices and other communications hereunder by notice to the other parties hereto.

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 Waivers; Amendments.  

(a)No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time.

(b)Subject to Section 2.14(b), (c) and (d) and Section 9.02(c), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (x) to amend Section 2.13(c) or to waive any obligation of the Borrower to pay interest at the rate specified in Section 2.13(c), or (y) except as set forth in clause (vii) below, to amend or waive any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or (c) or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments required by Section 2.18(b) or (c), without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby, (vi) release any Guaranty unless expressly provided for in Section 5.11, without the written consent of each Lender, or (vii)  change the definition of Consolidated Leverage Ratio (or any definition of a term used in such term) in a manner which directly results in a reduction of the Applicable Rate without the written consent of each Lender affected thereby; provided further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, and (2) no such agreement shall amend Section 2.20 without the consent of the Administrative Agent.

(c)If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

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 Expenses; Indemnity; Damage Waiver.  

(a)The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of (w) one (1) counsel for the Administrative Agent, (x) one (1) counsel for the other Lenders as a group, (y) if reasonably necessary, one (1) additional special counsel for Administrative Agent in each relevant specialty, and (z) in the case of an actual or perceived conflict of interest, one additional counsel (and, if applicable, one additional special counsel in each relevant specialty) to the Lenders so affected, taken as a whole, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during  any workout, restructuring or negotiations in respect of such Loans.

(b)To the extent permitted by applicable law (i) none of the Borrower or any Loan Party shall assert, and the Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Joint Lead Arranger, and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) solely as a result of such information or materials being obtained through telecommunications, electronic or other information transmission systems (including the Internet), except, as to each such Lender-Related Person, to the extent such Liabilities are found by a final, non-appealable judgment of a court to have arisen from the willful misconduct, bad faith or gross negligence of such Lender-Related Person or an Affiliate of such Lender-Related Person, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve the Borrower and each Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.  

(c)The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)  against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of

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whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s material obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(d)Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of this Section 9.03 to the Administrative Agent, and each Related Party of the Administrative Agent (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Party’s gross negligence or willful misconduct.  The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(e)All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.

 Successors and Assigns.  

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of

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its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A)the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing at the time of such assignment, any other assignee; and

(B)the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment or Loans to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment or Loans immediately prior to giving effect to such assignment.

(ii) Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of $4,500;

(D)the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

(E)Borrower’s failure to consent to an assignment shall be deemed reasonable if such assignment is to a competitor of Borrower and no Event of Default exists;

(F)each assignment by a Lender prior to the Facility Commitment Expiration Date shall be a proportionate amount of its outstanding Loans and undisbursed Commitment; and

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(G)after giving effect to such assignment, the amount of the Commitment held by such assigning Lender or the outstanding principal balance of the Loans of such assigning Lender, as applicable, would be less than $5,000,000, then such assigning Lender shall assign the entire amount of its Commitment and the Loans at the time owing to it.

For the purposes of this Section 9.04(b), the term “Approved Fund” and “Ineligible Institution” have the following meanings:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Borrower or any of its Affiliates, or (d) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of making or acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(v)Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution (a “Participant”), in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) the Lender selling the participation shall provide Borrower the name of the participant and the amount of such participation upon request.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under 2.17(f) and (g) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and the information and documentation required under 2.17(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19 with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no

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Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and except that, upon request of Borrower, the Lender shall provide to Borrower the identity of such participant and the amount of its participation.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 Survival.All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and the other Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default, Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

 Counterparts; Integration; Effectiveness; Electronic Execution.  

(a)This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  

(b)Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any

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other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature  shall be promptly followed by a manually executed counterpart.  Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and any other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

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 Severability.Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

 Right of Setoff.If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.  Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

 Governing Law; Jurisdiction; Consent to Service of Process.  

(a)This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the  Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c)The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

 WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 Headings.Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

 Confidentiality.Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees, agents and consultants, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agent or such Lender, as applicable, shall, to the extent not inconsistent with applicable law, use reasonable efforts to promptly inform the Borrower thereof), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or (other than any Ineligible Institution) any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower or any Loan Party that is not known to the Administrative Agent or such Lender, as applicable to be subject to a confidentiality agreement with the Borrower or any Loan Party.  For the purposes of this Section, “Information” means all information received from the Borrower, any Loan Party or any Subsidiary relating to the Borrower, any Loan Party or any Subsidiary or its respective businesses (including without limitation the identities of their venture partners), other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information set forth in this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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 Material Non-Public Information.

(a)EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND  ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.  

(b)ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.  

 Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

 Authorization to Distribute Certain Materials to Public-Siders.

(a)The Borrower represents and warrants it will file this Agreement with the SEC within four (4) Business Days following the execution of this Agreement and thereafter none of the information in the Loan Documents will constitute or contain material non-public information within the meaning of the federal and state securities laws.  Commencing four (4) Business Days following the execution of this Agreement, to the extent that any of the executed Loan Documents constitutes at any time material non-public information within the meaning of the federal and state securities laws after the date hereof, the Borrower agrees that it will promptly make such information publicly available by press release or public filing with the SEC.

(b)If the Borrower does not file this Agreement with the SEC within four (4) Business Days following the execution of this Agreement, then the Borrower hereby authorizes the Administrative Agent to distribute the execution version of this Agreement and the Loan Documents to all Lenders, including their Public-Siders.  The Borrower acknowledges its understanding that, commencing four (4) Business Days following the execution of this Agreement,

97

Public-Siders and their firms may be trading in any of the Loan Parties’ respective securities while in possession of the Loan Documents.

SECTION 9.16.  Reserved.  

 USA PATRIOT Act.Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower and each other Loan Party, which information includes the name and address of the Borrower and each other Loan Party and other information that will allow such Lender to identify the Borrower and each other Loan Party in accordance with the Act.  Borrower shall cause each of the Loan Parties to provide the necessary information required by this Section 9.17.  

ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF AFFECTED FINANCIAL INSTITUTIONS.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

 No Fiduciary Duty, etc.  

(a)The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person.  The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby.  Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction.  The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.  

98

(b)The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services.  In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships.  With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.  

(c)In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise.  No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies.  The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.  

SECTION 9.21.  Acknowledgement Regarding Any Supported QFCs.  To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

BCI IV Operating Partnership LP,

a Delaware limited partnership

By:Black Creek Industrial REIT IV Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​

Name: Scott Seager

Title: Senior Vice President, Chief Financial Officer & Treasurer

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender

By:_/s/ RYAN DEMPSEY

Name:Ryan Dempsey

Title:Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender

By:/s/ CRAIG V. KOSHKARIAN

Name: Craig V. Koshkarian

Title: Director

BANK OF AMERICA, N.A.,
as a Lender

By:_/s/ KYLE PEARSON

Name: Kyle Pearson

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By:_/s/ JAMES A. HARMANN

Name: James A. Harmann

Title: Senior Vice President

TRUIST BANK,
as a Lender

By:_/s/ ALEXANDER ROWND

Name: Alexander Rownd

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION,
as a Lender

By:_/s/ TRAVIS MYERS

Name: Travis Myers

Title: Vice President

CAPITAL ONE, N.A.,
as a Lender

By:/s/ ANDREW D. MOORE

Name: Andrew D. Moore

Title: Duly Authorized Signatory

REGIONS BANK,
as a Lender

By: /s/ GHI S. GAVIN

Name: Ghi S. Gavin

Title: Senior Vice President

ZIONS BANCORPORATION, N.A.,
d/b/a Vectra Bank Colorado,
as a Lender

By:/s/ H. SHAW THOMAS

Name: H. Shaw Thomas

Title: Senior Vice President

MUFG UNION BANK, N.A.,
as a Lender

By:_/s/ KATHERINE DAVIDSON

Name: Katherine Davidson

Title: Director

EASTERN BANK,
as a Lender

By: /s/ JARED H. WARD

Name: Jared H. Ward

Title: Senior Vice President

ASSOCIATED BANK, NATIONAL ASSOCIATION,
as a Lender

By:_/s/ MITCHELL VEGA

Name: Mitchell Vega

Title: Vice President

SCHEDULE 1.01(g)

EXISTING LIENS

NONE

Schedule 1.01(g)

SCHEDULE 2.01

COMMITMENTS

Name	Commitment and Percentage
JPMorgan Chase Bank, N.A.	$104,500,000.00	17.416666667%
Wells Fargo Bank, National Association	$75,000,000.00	12.500000000%
Bank of America, N.A.	$75,000,000.00	12.500000000%
PNC Bank, National Association	$75,000,000.00	12.500000000%
Truist Bank	$75,000,000.00	12.500000000%
U.S. Bank National Association	$50,000,000.00	8.333333333%
Capital One, N.A.	$45,000,000.00	7.500000000%
Regions Bank	$30,000,000.00	5.000000000%
Zions Bancorporation, N.A. (d/b/a Vectra Bank Colorado)	$25,000,000.00	4.166666667%
MUFG Union Bank, N.A.	$25,000,000.00	4.166666667%
Eastern Bank	$12,500,000.00	2.083333333%
Associated Bank, National Association	$8,000,000.00	1.333333333%
Total	$600,000,000.00	100.000000000%

Schedule 2.01

SCHEDULE 3.06

DISCLOSED MATTERS

NONE

Schedule 3.06

SCHEDULE 3.13

UNENCUMBERED PROPERTIES

#	Asset Name	Entity Name	Date Acquired / Completed	Date Added As Unencumbered Property
1.	Medley IC	BCI IV Medley IC LLC	4/11/2018	4/11/2018
2.	Ontario DC	BCI IV Ontario DC LP	5/17/2018	5/17/2018
3.	Midway IC	BCI IV Midway IC LLC	10/22/2018	10/22/2018
4.	Iron Run DC	BCI IV Iron Run DC LLC	12/4/2018	12/4/2018
5.	7A DC	BCI IV 7A DC LLC	2/11/2019	2/11/2019
6.	Airport IC	BCI IV Airport IC LP	1/8/2019	1/8/2019
7.	Fontana DC	BCI IV Fontana DC LP	12/28/2018	12/28/2018
8.	Addison DC II	BCI IV Addison DC II LLC	12/21/2018	12/27/2018
9.	Kelly Trade Center	BCI IV Kelly Trade Center LP	1/31/2019	1/31/2019
10.	Quakerbridge DC	BCI IV Quakerbridge DC LLC	3/11/2019	3/11/2019
11.	Hebron Airpark Logistics Center	BCI IV Hebron Airpark Logistics Center LLC	5/30/2019	5/30/2019
12.	Monte Vista IC	BCI IV Monte Vista IC LP	6/7/2019	6/7/2019
13.	Eldorado BP I	BCI IV Eldorado BP LLC	5/30/2019	5/30/2019
14.	Eldorado BP II	BCI IV Eldorado BP LLC	5/30/2019	5/30/2019
15.	Eldorado BP III	BCI IV Eldorado BP LLC	5/30/2019	5/30/2019
16.	Cameron BC	BCI IV Cameron BC LLC	5/30/2019	5/30/2019
17.	Avenue B Industrial Center	BCI IV Avenue B Industrial Center LLC	9/11/2019	9/16/2019
18.	King of Prussia IC I	BCI IV King of Prussia Industrial Center LLC	6/21/2019	6/21/2019
19.	King of Prussia IC II	BCI IV King of Prussia Industrial Center LLC	6/21/2019	6/21/2019
20.	King of Prussia IC III	BCI IV King of Prussia Industrial Center LLC	6/21/2019	6/21/2019
21.	King of Prussia IC IV	BCI IV King of Prussia Industrial Center LLC	6/21/2019	6/21/2019
22.	King of Prussia IC V	BCI IV King of Prussia Industrial Center LLC	6/21/2019	6/21/2019
23.	Edison DC	BCI IV Edison DC LLC	6/28/2019	6/28/2019
24.	395 DC I	BCI IV 395 DC LLC	8/5/2019	8/13/2019
25.	395 DC II	BCI IV 395 DC LLC	8/5/2019	8/13/2019
26.	485 DC	BCI IV 485 DC LLC	9/13/2019	9/16/2019
27.	Bishops Gate DC	BCI IV Weston BC LLC	12/31/2019	12/10/2019
28.	Weston BC	BCI IV Marigold DC LP	12/10/2019	12/20/2019
29.	Marigold DC	BCI IV Bishops Gate DC LLC	12/20/2019	12/31/2019
30.	7A DC II	BCI IV 7A DC II LLC	5/27/2020	6/1/2020
31.	Valwood Crossroads A	BCI IV Valwood Crossroads DC LP	5/11/2020	5/13/2020
32.	Valwood Crossroads B	BCI IV Valwood Crossroads DC LP	5/11/2020	5/13/2020
33.	Logistics Center at 33	BCI IV Logistics Center at 33 LLC	6/4/2020	6/8/2020

Schedule 3.13-1

#	Asset Name	Entity Name	Date Acquired / Completed	Date Added As Unencumbered Property
34.	Lima DC	BCI IV Lima DC LLC	4/15/2020	4/21/2020
35.	Eaglepoint LC	BCI IV EaglePoint LC LLC	5/26/2020	6/1/2020
36.	Intermodal Logistics Center	BCI IV Intermodal Logistics Center LP	6/29/2020	6/30/2020
37.	Airpark International Logistics Center I	BCI IV Airpark International Logistics Center LLC	10/9/2020	10/15/2020
38.	Airpark International Logistics Center II	BCI IV Airpark International Logistics Center LLC	10/9/2020	10/16/2020
39.	Carlstadt IC I	BCI IV Carlstadt IC LLC	11/10/2020	11/11/2020
40.	Carlstadt IC II	BCI IV Carlstadt IC LLC	11/10/2020	11/11/2020
41.	Nelson Industrial Center	BCI IV Nelson Industrial Center LP	12/7/2020	3/5/2021
42.	Miraloma IC	BCI IV Miraloma IC LP	12/10/2020	3/5/2021
43.	Pennsy Logistics Center I	BCI IV Pennsy Logistics Center LLC	12/18/2020	3/5/2021
44.	Pennsy Logistics Center II	BCI IV Pennsy Logistics Center LLC	12/18/2020	3/5/2021
45.	Harvill Business Center	BCI IV Harvill Business Center LP	3/10/2021	3/11/2021
46.	Princess Logistics Center	BCI IV Princess Logistics Center LLC	4/12/2021	4/14/2021

Schedule 3.13-2

SCHEDULE 3.14

SUBSIDIARIES

Subsidiary Guarantor	Direct Owner
BCI IV Medley IC LLC	BCI IV Operating Partnership LP
BCI IV Ontario DC LP	BCI IV Ontario DC GP LLC / BCI IV Operating Partnership LP
BCI IV Midway IC LLC	BCI IV Operating Partnership LP
BCI IV Iron Run DC LLC	BCI IV Operating Partnership LP
BCI IV 7A DC LLC	BCI IV Operating Partnership LP
BCI IV Airport IC LP	BCI IV Airport IC GP LLC / BCI IV Operating Partnership LP
BCI IV Fontana DC LP	BCI IV Fontana DC GP LLC / BCI IV Operating Partnership LP
BCI IV Addison DC II LLC	BCI IV Operating Partnership LP
BCI IV Kelly Trade Center LP	BCI IV Kelly Trade Center GP LLC / BCI IV Operating Partnership LP
BCI IV Quakerbridge DC LLC	BCI IV Operating Partnership LP
BCI IV Hebron Airpark Logistics Center LLC	BCI IV Operating Partnership LP
BCI IV Monte Vista IC LP	BCI IV Monte Vista IC GP LLC / BCI IV Operating Partnership LP
BCI IV Eldorado BP LLC	BCI IV Operating Partnership LP
BCI IV Cameron BC LLC	BCI IV Operating Partnership LP
BCI IV Avenue B Industrial Center LLC	BCI IV Operating Partnership LP
BCI IV King of Prussia Industrial Center LLC	BCI IV Operating Partnership LP
BCI IV Edison DC LLC	BCI IV Operating Partnership LP
BCI IV 395 DC LLC	BCI IV Operating Partnership LP
BCI IV 485 DC LLC	BCI IV Operating Partnership LP
BCI IV Bishops Gate DC LLC	BCI IV Operating Partnership LP
BCI IV Weston BC LLC	BCI IV Operating Partnership LP
BCI IV Marigold DC LP	BCI IV Marigold DC GP LLC / BCI IV Operating Partnership LP
BCI IV 7A DC II LLC	BCI IV Operating Partnership LP
BCI IV Valwood Crossroads DC LP	BCI IV Valwood Crossroads DC GP LLC / BCI IV Operating Partnership LP
BCI IV Logistics Center at 33 LLC	BCI IV LC 33 Holdco LLC / BCI IV Operating Partnership LP
BCI IV Lima DC LLC	BCI IV Operating Partnership LP

Schedule 3.14-1

BCI IV EaglePoint LC LLC	BCI IV Operating Partnership LP
BCI IV Intermodal Logistics Center LP	BCI IV Intermodal Logistics Center GP LLC / BCI IV Operating Partnership LP
BCI IV Airpark International Logistics Center LLC	BCI IV Operating Partnership LP
BCI IV Carlstadt IC LLC	BCI IV Operating Partnership LP
BCI IV Nelson Industrial Center LP	BCI IV Nelson Industrial Center GP LLC / BCI IV Operating Partnership LP
BCI IV Miraloma IC LP	BCI IV Miraloma IC GP LLC / BCI IV Operating Partnership LP
BCI IV Pennsy Logistics Center LLC	BCI IV Operating Partnership LP
BCI IV Harvill Business Center LP	BCI IV Harvill Business Center GP LLC / BCI IV Operating Partnership LP
BCI IV Princess Logistics Center LLC	BCI IV Operating Partnership LP

Schedule 3.14-2

SCHEDULE 6.01

RESTRICTIONS AND CONDITIONS

NONE

Schedule 6.01

SCHEDULE 6.07

AGREEMENTS WITH AFFILIATES

1.Indemnification Agreements entered into between Black Creek Industrial REIT IV Inc. and each of Evan H. Zucker, Dwight L. Merriman III, Thomas G. McGonagle, Joshua J. Widoff, Marshall M. Burton, Charles B. Duke, Stanley A. Moore and John S. Hagestad as of February 9, 2016, Rajat Dhanda as of May 17, 2017, Scott W. Recknor as of September 1, 2017 and Jeffrey W. Taylor as of December 9, 2019 and Scott A. Seager as of August 12, 2020

2.Amended and Restated Equity Incentive Plan of Black Creek Industrial REIT IV Inc. (the “Equity Incentive Plan”), effective as of July 1, 2016

3.Non-Discretionary Advisory Agreement, dated as of September 7, 2017, by and among BCI IV Advisors LLC, Black Creek Industrial REIT IV Inc. and BCG IIT Advisors LLC

4.Selected Dealer Agreement, dated as of September 15, 2017, by and among Black Creek Industrial REIT IV Inc., BCI IV Advisors LLC, Black Creek Capital Markets, LLC, BCI IV Advisors Group LLC, and Ameriprise Financial Services, Inc.

5.Cost Reimbursement Agreement, dated as of September 15, 2017, by and among Black Creek Industrial REIT IV Inc., BCI IV Advisors LLC, Black Creek Capital Markets, LLC, BCI IV Advisors Group LLC, and Ameriprise Enterprise Investment Services Inc.

6.Reimbursement Agreement, dated as of September 15, 2017, by and among Black Creek Industrial REIT IV, John A. Blumberg, James R. Mulvihill and Evan H. Zucker

7.Private Placement Equity Incentive Plan, dated September 25, 2018

8.Second Amended and Restated Advisory Agreement (2021), dated as of May 1, 2021, by and among Black Creek Industrial REIT IV Inc., BCI IV Operating Partnership LP and BCI IV Advisors LLC

9.Amended and Restated Dealer Manager Agreement, dated as of February 16, 2021, by and among Black Creek Industrial REIT IV Inc., BCI IV Advisors LLC and Black Creek Capital Markets, LLC

10.Selected Dealer Agreement, dated as of October 28, 2019, by and among Black Creek Industrial REIT IV Inc., BCI IV Advisors LLC, Black Creek Capital Markets, LLC, BCI IV Advisors Group LLC, and Ameriprise Financial Services, Inc.

11.Cost Reimbursement Agreement, dated as of October 28, 2019, by and among Black Creek Industrial REIT IV Inc., BCI IV Advisors LLC, Black Creek Capital Markets, LLC, BCI IV Advisors Group LLC, and Ameriprise Enterprise Investment Services Inc.

12.Reimbursement Agreement, dated as of October 28, 2019, by and among Black Creek Industrial REIT IV, James R. Mulvihill and Evan H. Zucker

13.Seventh Amended and Restated Limited Partnership Agreement of BCI IV Operating Partnership LP, dated February 16, 2021

14.Interest Purchase Agreement, dated as of July 15, 2020, by and among BCI IV Portfolio Real Estate Holdco LLC and Industrial Property Operating Partnership LP

15.Fourth Amended and Restated Agreement of Limited Partnership of Build-To-Core Industrial Partnership I LP, dated December 30, 2016, by and among IPT BTC I GP LLC, IPT BTC I LP LLC, Industrial Property Advisors Sub I LLC, bcIMC (WCBAF) Realpool Global Investment Corporation, bcIMC (College) US Realty Inc., bcIMC (Municipal US Realty Inc.), bcIMC (Public Service) US Realty Inc., bcIMC (Teachers) US Realty Inc., bcIMC (WCB) US Realty Inc., and bcIMC (Hydro) US Real Inc.

16.First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Build-To-Core Industrial Partnership I LP, dated as of July 15, 2020, by IPT BTC I GP LLC

17.Letter Amendment, dated as of January 12, 2021 and effective as of December 22, 2022, by and between IPT BTC I GP LLC and QR Master Holdings USA II LP

18.Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated as of May 19, 2017, by and among IPT BTC II GP LLC, IPT BTC II LP LLC, Industrial Property Advisors Sub IV LLC, BCG BTC II Investors LLC, bcIMC (WCBAF) Realpool Global Inestment Corporation, bcIMC (College) US Realty Inc., bcIMC (Municipal) US Realty Inc., bcIMC (Public Service) US Realty Inc., bcIMC (Teachers) US Realty Inc., bcIMC (WCB) US Realty Inc., bcIMC (Hydro) US Realty Inc., and QuadReal US Holdings Inc.

19.First Amendment to Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated January 31, 2018, by and among IPT BTC II GP LLC, IPT BTC II LP LLC, Industrial Property Advisors Sub IV LLC, BCG BTC II Investors LLC, bcIMC (WCBAF) Realpool Global Investment Corporation, bcIMC (College) US Realty Inc., bcIMC (Municipal) US Realty Inc., bcIMC (Public Service) US Realty Inc., bcIMC (Teachers) US Realty Inc., bcIMC (WCB) US Realty Inc., bcIMC (Hydro) US Realty Inc., and QuadReal US Holdings Inc.

20.Second Amendment to Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated as of May 10, 2019, by and among IPT BTC II GP LLC, IPT BTC II LP LLC, Industrial Property Advisors Sub IV LLC, BCG BTC II Investors LLC, QR Master Holdings USA II LP and QuadReal US Holdings Inc.

21.Third Amendment to the Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, dated as of July 15, 2020, by IPT BTC II GP LLC

22.Second Amended and Restated Agreement, dated as of September 15, 2016, by and among IPT BTC I GP LLC, Industrial Property Advisors Sub I LLC, and Industrial Property Advisors LLC

23.First Amendment to the Second Amended and Restated Agreement, dated as of July 15, 2020, by and among IPT BTC I GP LLC and Industrial Property Advisors Sub I LLC

24.Agreement, dated as of May 19, 2017, by and among IPT BTC II GP LLC and Industrial Property Advisors Sub III LLC

25.First Amendment to the Agreement, dated as of July 15, 2020, by and among IPT BTC II GP LLC and Industrial Property Advisors Sub III LLC

26.Assignment of Membership Interest, dated as of January 12, 2021 and effective as of December 22, 2020, by and among Industrial Property Advisors Sub I LLC, Industrial Property Advisors Sub II LLC and IPT BTC I GP LLC

27.Assignment and Assumption Agreement, dated as of April 1, 2019, by and among BCIMC (College) US Realty Inc., BCIMC (Municipal) US Realty Inc., BCIMC (Public Service) US Realty Inc., BCIMC (Teachers) US Realty Inc., BCIMC (WCB) US Realty Inc., BCIMC (Hydro) US Realty Inc.,

BCIMC (WCBAF) Realpool Global Investment Corporation, QR Master Holdings USA II LP and IPT BTC I GP LLC

28.Director Stock Grant Agreement for Equity Incentive Plan, entered into by and between Black Creek Industrial REIT IV Inc. and its independent directors from time to time in accordance with the terms of the Equity Incentive Plan

29.Restricted Stock Agreement for Consultants for Equity Incentive Plan, to be entered into by and between Black Creek Industrial REIT IV Inc. and various consultants to Black Creek Industrial REIT IV Inc. from time to time in accordance with the terms of the Equity Incentive Plan

30.Restricted Stock Agreement for Private Placement Equity Incentive Plan, entered into by and between Black Creek Industrial REIT IV Inc. and various individuals from time to time in accordance with the terms of the Private Placement Equity Incentive Plan.

EX-10.18

Exhibit 10.18

FIRST AMENDMENT TO CREDIT AGREEMENT

THISFIRSTAMENDMENTTOCREDITAGREEMENT,datedasofMay9,2022(this “Agreement”),isamongAIREITOPERATING PARTNERSHIPLP(f/k/aBCIIVOPERATING PARTNERSHIPLP),aDelawarelimitedpartnership(the“Borrower”),theotherLoanParties(asdefined intheAmendedCreditAgreement(definedbelow))solelyforpurposeofSection IVhereof,JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Agent”), and the Lenders (constituting Required Lenders) party hereto.

RECITALS

WHEREAS,theBorrower,thelendersfromtimetotimepartythereto(the“Lenders”)andtheAgent arepartiestotheCreditAgreement,datedasofMay6,2021(asamended,restated,modifiedorsupplemented prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as modified hereby and as further amendedfromtimetotimeinaccordancewiththetermsthereof,the“Amended Credit Agreement”). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Amended Credit Agreement.

WHEREAS,theBorrowerhasrequestedthattheAgentandtheLendersagreetoamendtheCredit Agreementontheterms,andsubjecttotheconditions,setforthherein.

WHEREAS,theBorrower, theAgent,andtheLenderspartyhereto(constitutingRequiredLenders) haveagreedtoamendtheCreditAgreementinaccordancewithandsubjecttothetermsandconditionsset forth herein.

NOWTHEREFORE, for good andvaluable consideration,thereceiptand sufficiency of which is herebyacknowledged,thepartiesheretoagreeasfollows:

I.AMENDMENTS TO CREDIT AGREEMENT.Subject to the conditions precedent set forth in Section III below, as of the First Amendment Effective Date, the Credit Agreement shall be amended as follows:

A.The Credit Agreement is hereby amended to delete the red font stricken text (indicated textually in the same manner as the following example: stricken text) and to add the blue font double-underlined text (indicated textually in thesame manner as the following example: double-underlined text)assetforthinExhibit Aattachedheretosuchthat,immediatelyaftergivingeffect to this Agreement, the Amended Credit Agreement will read as set forth in Exhibit A.

B.Schedules 3.13 and 3.14 to the Credit Agreement are hereby replaced in their respective entireties with Schedules A and B hereto, respectively.

C.ExhibitE(Form of Interest Election Request)andExhibitH(Form of Borrowing Request) to the Credit Agreement are hereby amended and restated in their respective entireties as set forth at Exhibits B and C hereto, respectively.

D.A new exhibit, attached hereto as Exhibit D, is hereby added to the Amended Credit Agreement as Exhibit I thereto.

E. AllcovenantrequirementsandrelatedcalculationspursuanttoSection6.11andSection

6.12oftheCreditAgreementforthereportingperiodendedMarch31,2022shallbeassetforthin andcalculatedinaccordancewiththeAmendedCreditAgreementasifsuchcovenantrequirements were in place effective as of March 31, 2022.

II.REPRESENTATIONS.TheBorrower,onitsownbehalfand onbehalfof theotherLoan Parties, herebyrepresents,warrantsandconfirmsthattherepresentationsandwarrantiesinArticleIIIoftheAmended CreditAgreementandtheotherLoanDocumentsaretrueandcorrectinallmaterialrespects(exceptinthecase ofarepresentationorwarrantyqualifiedbymateriality,inwhichcasesuchrepresentationorwarrantyshallbe trueandcorrectinallrespects)asofthedatehereof,excepttotheextentanysuchrepresentationorwarranty relatessolelytoanearlierdate,inwhichcasesuchrepresentationorwarrantyshallbetrueandcorrectinall materialrespects(exceptinthecaseofarepresentationorwarrantyqualifiedbymateriality,inwhichcasesuch representation or warranty shall be true and correct in all respects) on and as of such earlier date, and the representationsandwarrantiescontainedinSection 3.04oftheAmendedCreditAgreementshallbedeemed torefer to the mostrecent statementsfurnishedpursuant to subsections (a) or (b), as applicable,ofSection 5.01of the Amended Credit Agreement.

III.CONDITIONS TO EFFECTIVENESS.This Agreement will become effective on the first date (such date, the “First Amendment Effective Date”) on which each of the following conditions is satisfied:

A.The Agent shall have received counterparts of this Agreement executed and delivered by theBorrower,theotherLoanParties,theLenderspartyhereto(constitutingRequiredLenders)and the Agent.

B.The Agent shall have received a certificate of each Loan Party, in form and substance reasonablysatisfactorytotheAgent,signedbyaFinancialOfficerofsuchLoanPartyanddatedas of the First Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such entity certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, managers, or other applicable governing body of such entity authorizing the execution, delivery and performance of this Agreement and the other documents executed in connection herewith, (iii) that attached thereto is a certificate of good standing (or certificate of similarmeaning)withrespecttoeachsuchentityissuedasofarecentdatebytheSecretaryofState of the state of its incorporation or organization, as the case may be, (iv) as to the incumbency and specimen signature of each officer executing any documents delivered in connection with this Agreementonbehalfofsuchentity,and(v)inthecaseoftheBorrower,that(x)therepresentations and warranties contained in Article III of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correctinallrespects)onandasoftheFirstAmendmentEffectiveDate,excepttotheextentanysuch representation or warranty relates solely to an earlier date, in which case such representation or warranty shallbe true and correct in all material respects (except in the caseof a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correctinallrespects)onandasofsuchearlierdate,andtherepresentationsandwarrantiescontained in Section 3.04 of the Amended Credit Agreement shall be deemed to refer to the most recent statementsfurnishedpursuanttosubsections(a)or(b),asapplicable,ofSection 5.01oftheAmended CreditAgreement,(y)noDefaultorEventofDefaultexists,and(z)attachedtheretoareproforma calculationsofthe financial covenants set forth inSection6.11 of the Amended Credit Agreementand theBorrowingBaseCovenants(whichproformacalculationsmay,ineachcase,takeintoaccount, among other things, the straight line rent treatment of any free rent periods for all leases that have commenced as of the First Amendment Effective Date), in each case for the fiscal quarter of the Borrower ending December 31, 2021; provided that in the case of the certificate delivered with respect to the Borrower or any Guarantor, such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i) or (iv) since the most recent delivery thereof to the Agent on or after the Effective Date.

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C.The Agent shall have received all reasonable fees and other amounts due and payable by the Borrower to the Agent on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Amended Credit Agreement to be reimbursed or paid by the Borrower in connection herewith.

D.The Agent shall have received all information reasonably requested by the Agent or any Lender regarding the Borrower, the other Loan Parties, and the Trust in order to comply with the Patriot Act and similar “know your customer” requirements of the Agent and the Lenders.

E.As of the date hereof, both immediately before and immediately after entering into this Agreement, no Default or Event of Default exists.

F.TheAgentshallhavereceivedanupdatedBAQexecutedbytheBorroweranddatedasof the First Amendment Effective Date.

TheAgentwillpromptlynotifytheBorrowerinwritingoftheoccurrenceoftheFirstAmendmentEffective Date.

IV.CONFIRMATION OF GUARANTY.EachGuarantor(a)confirmsitsobligationsundertheGuaranty orSubsidiaryGuaranty,asapplicable,andagreesthatnoneofitsobligationsandcovenantsthereundershall bereducedorlimitedbytheexecutionanddeliveryofthisAgreement,(b)confirmsthatallObligationsunder the Amended Credit Agreement are entitled to the benefits of the guarantee set forth in the Guaranty or Subsidiary Guaranty, as applicable, and (c) agrees that the Amended Credit Agreement is the “Credit Agreement”underandforallpurposesoftheGuarantyandSubsidiaryGuaranty,asapplicable.EachLoan Party,byitsexecutionofthisAgreement,herebyconfirmsthattheObligationsshallremaininfullforceand effect.

V. MISCELLANEOUS.

A.AsoftheFirstAmendmentEffectiveDate,alloutstandingEurodollarLoans(asdefinedin theCreditAgreementimmediatelypriortotheeffectivenessofthisAgreement)areherebyconverted to Term Benchmark Loans with an Interest Period of one month (the “SOFR Conversion”). Notwithstanding anything to the contrary set forth in the Existing Credit Agreement, no amounts shall be owed by the Borrower in respect of any LIBOR breakage costs associated with the SOFR Conversion.

B.Eachpartyheretoagrees,thatexceptasspecificallyamendedhereby,theLoanDocuments shallremainunmodifiedandinfullforceandeffect.

C.On and after the date hereof, referencesintheAmendedCreditAgreementorinanyother LoanDocumenttotheLoanDocumentsshallbedeemedtobereferencestotheLoanDocumentsas amendedherebyandasfurtheramended,restated,modifiedorsupplementedfromtimetotime.This Agreement shall constitute a Loan Document.

D.ThisAgreementmaybeexecutedinanynumberofcounterparts,allofwhichtakentogether shallconstituteoneagreement,andanyofthepartiesheretomayexecutethisAgreementbysigning anysuchcounterpart.DeliveryofanexecutedcounterpartofasignaturepageofthisAgreementby telecopyorelectronicmailmessageshallbeeffectiveasdeliveryofamanuallyexecutedcounterpart of this Agreement.

E.ThisAgreementshallbeconstruedinaccordancewithandgovernedbythelawoftheState ofNewYork.Section9.09oftheAmendedCreditAgreementisincorporatedhereinbyreference,

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mutatis mutandis.

F.AnyprovisioninthisAgreementthatisheldtobeinoperative,unenforceable,orinvalidin anyjurisdictionshall,astothatjurisdiction,beinoperative,unenforceable,orinvalidwithoutaffecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provisioninanyotherjurisdiction,andtothisendtheprovisionsofthisAgreementaredeclaredtobe severable.

[Remainder of page intentionally blank]

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INWITNESSWHEREOF,thepartiesheretohavedulyexecutedanddeliveredthisAgreementasofthe date first above written.

	AIREIT OPERATING PARTNERSHIP LP, a Delaware limited partnership
By:	Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner
By:	/s/ SCOTT SEAGER
Name:	Scott Seager
Title:	Principal, Chief Financial Officer and Treasurer

	ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC., a Maryland corporation
By:	/s/ SCOTT SEAGER
Name:	Scott Seager
Title:	Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS:

BCI IV MEDLEY IC LLC

BCI IV MIDWAY IC LLC

BCI IV IRON RUN DC LLC

BCI IV 7A DC LLC

BCI IV ADDISON DC II LLC

BCI IV QUAKERBRIDGE DC LLC

BCI IV HEBRON AIRPARK LOGISTICS CENTER LLC

BCI IV AVENUE B INDUSTRIAL CENTER LLC

BCI IV KING OF PRUSSIA INDUSTRIAL CENTER LLC

BCI IV EDISON DC LLC

BCI IV BISHOPS GATE DC LLC

BCI IV NORCROSS INDUSTRIAL CENTER LLC

BCI IV 7A DC II LLC

BCI IV CARLSTADT IC LLC BCI IV LIMA DC LLC

BCI IV EAGLEPOINT LC LLC

BCI IV AIRPARK INTERNATIONAL LOGISTICS CENTER LLC

BCI IV PENNSY LOGISTICS CENTER LLC

BCI IV RICHMOND LOGISTICS CENTER LLC

BCI IV SILICON VALLEY IC LLC

BCI IV MADISON DC LLC

BCI IV 355 LOGISTICS CENTER LLC

BCI IV CALIFORNIA BUSINESS CENTER LLC

BCI IV COMMERCE FARMS LOGISTICS CENTER LLC

BCI IV AIR COMMERCE CENTER LLC

BCI IV AURORA CORPORATE CENTER LLC

BCI IV I-24 IC LLC

BCI IV HEBRON LC LLC

BCI IV WALKER MILL IC LLC

BCI IV GREATER BOSTON IC I LLC

BCI IV GREATER BOSTON IC II LLC

BCI IV WESTLAKE LC LLC

BCI IV SOUTHPARK CC I LLC

BCI IV SOUTHPARK CC II LLC

BCI IV WINDWARD RIDGE BC LLC

By: AIREITOperatingPartnershipLP, a Delaware limited partnership,

thesolememberofeachoftheforegoingentities

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV PALM BEACH CC LLC

BCI IV POMPANO IC LLC

BCI IV LANHAM DC LLC

BCI IV PARK 100 DC LLC

BCI IV TRADE ZONE IC LLC

BCI IV TOTOWA CC LLC

BCI IV DEMAREST DC LLC

BCI IV CHICAGO IC LLC

BCI IV UPLAND DC LLC

BCI IV SALT LAKE CITY DC LLC

BCI IV SALT LAKE CITY DC II LLC

BCI IV KENT IP LLC

BCI IV RENTON DC LLC

BCI IV WEST VALLEY DC II LLC

BCI IV AUBURN 167 IC LLC

BCI IV TACOMA CC LLC

By: AIREITPortfolioRealEstateHoldcoLLC, a Delaware limited liability company,

thesolememberofeachoftheforegoingentities

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV AIRPORT IC LP,

aDelawarelimitedpartnership

By:BCIIVAirportICGP LLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV KELLY TRADE CENTER LP,

aDelawarelimitedpartnership

By:BCIIVKellyTradeCenterGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV MONTE VISTA IC LP,

aDelawarelimitedpartnership

By:BCIIVMonteVistaICGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV EXECUTIVE AIRPORT DC II LLC,

aDelawarelimitedliabilitycompany

By:BCIIVBR LLC,

aDelawarelimitedliabilitycompany,itssolemember

By:BCIIVExecutiveAirportDCIIHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV MARIGOLD DC LP,

aDelawarelimitedpartnership

By:BCIIVMarigoldDCGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV INTERMODAL LOGISTICS CENTER LP,

aDelawarelimitedpartnership

By:BCIIVIntermodalLogisticsCenterGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV MIRALOMA IC LP,

aDelawarelimitedpartnership

By:BCIIVMiralomaICGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV NELSON INDUSTRIAL CENTER LP,

aDelawarelimitedpartnership

By:BCIIVNelsonIndustrialCenterGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV RANCHO CUCAMONGA BC LP,

aDelawarelimitedpartnership

By:BCIIVRanchoCucamongaBCGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV BRODHEAD DC LLC,

aDelawarelimitedliabilitycompany

By:BCIIVBrodheadDCHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV LAPORTE DC LP,

aDelawarelimitedpartnership

By:BCIIVLaPorteDCGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:BTCIREITBLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:IPTBTCIGPLLC,

aDelawarelimitedliabilitycompany,itsmanager

By:IPTRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV IRON RUN DC II LLC,

aDelawarelimitedliabilitycompany

By:BCIIVIronRunDCIIHoldco LLC,

aDelawarelimitedliabilitycompany,itsmanagingmember

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV MECHANICSBURG DC LLC,

aDelawarelimitedliabilitycompany

By:BCIIVMechanicsburgDCHoldcoLLC,

aDelawarelimitedliabilitycompany,itsmanagingmember

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV DREW COURT CC LLC,

aDelawarelimitedliabilitycompany

By:BCIIVDrewCourtCCHoldcoLLC,

aDelawarelimitedliabilitycompany,itsmanagingmember

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV STOCKTON DC II LP,

aDelawarelimitedpartnership

By:BCIIVStocktonDCIIGP LLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV STOCKTON INDUSTRIAL CENTER LP,

aDelawarelimitedpartnership

By:BCIIVStocktonIndustrialCenterGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV TRACY DC LP,

aDelawarelimitedpartnership

By:BCIIVTracyDCGP LLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV TRACY DC II LP,

aDelawarelimitedpartnership

By:BCIIVTracyDCIIGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV ETIWANDA IC LP,

aDelawarelimitedpartnership

By:BCIIVEtiwandaICGP LLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV VALENCIA IC LP,

aDelawarelimitedpartnership

By:BCIIVValenciaICGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV STONEWOOD LOGISTICS CENTER LLC,

aDelawarelimitedliabilitycompany

By:BCIIVStonewoodLCHoldcoLLC,

aDelawarelimitedliabilitycompany,itssoleandmanagingmember

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

BCI IV COLONY CROSSING LP,

aDelawarelimitedpartnership

By:BCIIVColonyCrossingGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV MONUMENT BP LP,

aDelawarelimitedpartnership

By:BCIIVMonumentBPGPLLC,

aDelawarelimitedliabilitycompany,itsgeneralpartner

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

HAINESPORT COMMERCE CENTER URBAN RENEWAL LLC,

aNewJerseylimitedliabilitycompany

By:BCIIVHainesportCCLLC,

aDelawarelimitedliabilitycompany,itssolemember

By:MPLDIIREIT B,

aTexasrealestateinvestmenttrust,itssoleequitymember

By:AIREITPortfolioRealEstateHoldcoLLC,

aDelawarelimitedliabilitycompany,itssolecommonstockholder

By:AIREITOperatingPartnershipLP,

aDelawarelimitedpartnership,itssolemember

By: AresIndustrialRealEstateIncomeTrustInc., a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER

Name:Scott Seager

Title:Principal,ChiefFinancialOfficer&Treasurer

	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ RYAN DEMPSEY
Name:	Ryan Dempsey
Title:	Authorized Signatory

	WELLS FARGO BANK, N.A., as a Lender
By:	/s/ CRAIG V. KOSHKARIAN
Name:	Craig V. Koshkarian
Title:	Director

	BANK OF AMERICA, N.A., as a Lender
By:	/s/ WILL BOWERS
Name:	Will Bowers
Title:	Senior Vice President

	PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ JAMES A. HARMANN
Name:	James A. Harmann
Title:	Senior Vice President

	US BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ TRAVIS H. MYERS
Name:	Travis H. Myers
Title:	Vice President

	REGIONS BANK, as a Lender
By:	/s/ GHI S. GAVIN
Name:	Ghi S. Gavin
Title:	Senior Vice President

	EASTERN BANK, as a Lender
By:	/s/ JARED H. WARD
Name:	Jared H. Ward
Title:	Senior Vice President

	ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ MITCHELL VEGA
Name:	Mitchell Vega
Title:	Senior Vice President

SCHEDULE A

SCHEDULE 3.13 TO AMENDED CREDIT AGREEMENT

UNENCUMBEREDPROPERTIES

#	Asset Name	Entity Name	Date Acquired / Completed	Date Added As Unencumbered Property
1	MedleyIC	BCIIVMedleyICLLC	4/11/2018	4/11/2018
2	Midway IC	BCIIVMidwayICLLC	10/22/2018	10/22/2018
3	IronRunDC	BCIIVIronRunDCLLC	12/4/2018	12/4/2018
4	7ADC	BCIIV7ADCLLC	2/11/2019	2/11/2019
5	AirportIC	BCIIVAirportICLP	1/8/2019	1/8/2019
6	AddisonDCII	BCIIVAddisonDCIILLC	12/21/2018	12/27/2018
7	KellyTradeCenter	BCIIVKellyTradeCenterLP	1/31/2019	1/31/2019
8	QuakerbridgeDC	BCIIVQuakerbridgeDCLLC	3/11/2019	3/11/2019
9	HebronAirparkLogistics Center	BCIIVHebronAirparkLogisticsCenterLLC	5/30/2019	5/30/2019
10	MonteVistaIC	BCIIVMonteVistaICLP	6/7/2019	6/7/2019
11	AvenueBIndustrialCenter	BCIIVAvenueBIndustrialCenterLLC	9/11/2019	9/16/2019
12	KingofPrussiaICI	BCIIVKingofPrussiaIndustrialCenterLLC	6/21/2019	6/21/2019
13	KingofPrussiaICII	BCIIVKingofPrussiaIndustrialCenterLLC	6/21/2019	6/21/2019
14	KingofPrussiaICIII	BCIIVKingofPrussiaIndustrialCenterLLC	6/21/2019	6/21/2019
15	KingofPrussiaICIV	BCIIVKingofPrussiaIndustrialCenterLLC	6/21/2019	6/21/2019
16	KingofPrussiaICV	BCIIVKingofPrussiaIndustrialCenterLLC	6/21/2019	6/21/2019
17	EdisonDC	BCIIVEdisonDCLLC	6/28/2019	6/28/2019
18	ExecutiveAirportDC II	BCIIVExecutiveAirportDCIILLC	9/3/2020	8/17/2021
19	BishopsGate DC	BCIIVBishopsGateDCLLC	12/31/2019	12/10/2019
20	MarigoldDC	BCIIVMarigoldDCLP	12/20/2019	12/31/2019
21	NorcrossIndustrialCenter	BCIIVNorcrossIndustrialCenterLLC	3/23/2020	8/17/2021
22	7ADCII	BCIIV7ADCIILLC	5/27/2020	6/1/2020
23	CarlstadtICI	BCIIVCarlstadtICLLC	11/10/2020	11/11/2020

#	Asset Name	Entity Name	Date Acquired / Completed	Date Added As Unencumbered Property
24	CarlstadtIC II	BCIIVCarlstadtICLLC	11/10/2020	11/11/2020
25	LimaDC	BCIIVLimaDCLLC	4/15/2020	4/21/2020
26	EaglepointLogisticsCenter	BCIIVEaglepointLCLLC	5/26/2020	6/1/2020
27	IntermodalLogisticsCenter	BCIIVIntermodalLogisticsCenterLP	6/29/2020	6/30/2020
28	AirparkInternationalLogistics Center I	BCIIVAirparkInternationalLogisticsCenter LLC	10/9/2020	10/15/2020
29	AirparkInternationalLogistics Center II	BCIIVAirparkInternationalLogisticsCenter LLC	10/9/2020	10/16/2020
30	Miraloma IC	BCIIVMiralomaICLP	12/10/2020	3/5/2021
31	NelsonIndustrialCenter	BCIIVNelsonIndustrialCenterLP	12/7/2020	3/5/2021
32	PennsyLogisticsCenterI	BCIIVPennsyLogisticsCenterLLC	12/18/2020	3/5/2021
33	PennsyLogisticsCenterII	BCIIVPennsyLogisticsCenterLLC	12/18/2020	3/5/2021
34	RanchoCucamongaBC	BCIIVRanchoCucamongaBCLP	5/28/2021	6/3/2021
35	RichmondLogisticsCenter	BCIIVRichmondLogisticsCenterLLC	6/15/2021	6/29/2021
36	SiliconValley IC	BCIIVSiliconValleyICLLC	6/15/2021	6/29/2021
37	Brodhead DC	BCIIVBrodheadDCLLC	6/15/2021	6/29/2021
38	LaPorte DC	BCIIVLaPorteDCLP	6/15/2021	6/29/2021
39	PalmBeach CC	BCIIVPalmBeachCCLLC	7/14/2021	7/14/2021
40	PompanoICI	BCIIVPompanoICLLC	7/14/2021	7/14/2021
41	PompanoICII	BCIIVPompanoICLLC	7/14/2021	7/14/2021
42	LanhamDC	BCIIVLanhamDCLLC	7/14/2021	7/14/2021
43	Park100DC	BCIIVPark100DCLLC	7/14/2021	7/14/2021
44	TradeZoneIC	BCIIV TradeZone ICLLC	7/14/2021	7/14/2021
45	Totowa CC	BCIIVTotowaCCLLC	7/14/2021	7/14/2021
46	DemarestDC	BCIIVDemarestDCLLC	7/14/2021	7/14/2021
47	IronRunDCII	BCIIVIronRunDCIILLC	7/14/2021	7/14/2021
48	MechanicsburgDC	BCIIVMechanicsburgDCLLC	7/14/2021	7/14/2021
49	DrewCourtCCI	BCIIVDrewCourtCCLLC	7/14/2021	7/14/2021

#	Asset Name	Entity Name	Date Acquired / Completed	Date Added As Unencumbered Property
50	DrewCourtCCII	BCIIVDrewCourtCCLLC	7/14/2021	7/14/2021
51	Chicago IC	BCIIVChicagoICLLC	7/14/2021	7/14/2021
52	Upland DC	BCIIVUplandDCLLC	7/14/2021	7/14/2021
53	StocktonDCII	BCIIVStocktonDCIILP	7/14/2021	7/14/2021
54	StocktonICBldg1	BCIIVStocktonIndustrialCenterLP	7/14/2021	7/14/2021
55	StocktonICBldg2	BCIIVStocktonIndustrialCenterLP	7/14/2021	7/14/2021
56	TracyDCI	BCIIVTracyDCLP	7/14/2021	7/14/2021
57	TracyDCII	BCIIVTracyDCIILP	7/14/2021	7/14/2021
58	EtiwandaICBldgA	BCIIVEtiwandaICLP	7/14/2021	7/14/2021
59	EtiwandaICBldgB	BCIIVEtiwandaICLP	7/14/2021	7/14/2021
60	EtiwandaICBldgC	BCIIVEtiwandaICLP	7/14/2021	7/14/2021
61	ValenciaIC	BCIIVValenciaICLP	7/14/2021	7/14/2021
62	SaltLakeCityDC	BCIIVSaltLakeCityDCLLC	7/14/2021	7/14/2021
63	SaltLakeCityDCII	BCIIVSaltLakeCityDCIILLC	7/14/2021	7/14/2021
64	KentIPBldg3	BCIIVKentIPLLC	7/14/2021	7/14/2021
65	KentIPBldg4	BCIIVKentIPLLC	7/14/2021	7/14/2021
66	Renton DC	BCIIVRentonDCLLC	7/14/2021	7/14/2021
67	WestValleyDCIIBldg1	BCIIVWestValleyDCIILLC	7/14/2021	7/14/2021
68	WestValleyDCIIBldg2	BCIIVWestValleyDCIILLC	7/14/2021	7/14/2021
69	Auburn167ICBldg1	BCIIVAuburn167ICLLC	7/14/2021	7/14/2021
70	Auburn167ICBldg3B	BCIIVAuburn167ICLLC	7/14/2021	7/14/2021
71	Auburn167ICBldg4	BCIIVAuburn167ICLLC	7/14/2021	7/14/2021
72	TacomaCC	BCIIVTacomaCCLLC	7/14/2021	7/14/2021
73	StonewoodLogisticsCenter	BCIIVStonewoodLogisticsCenterLLC	7/16/2021	8/17/2021
74	ColonyCrossingI	BCIIVColonyCrossingLP	8/17/2021	8/17/2021
75	ColonyCrossingII	BCIIVColonyCrossingLP	8/17/2021	8/17/2021
76	Madison DC	BCIIVMadisonDCLLC	9/17/2021	12/9/2021
77	355LogisticsCenterI	BCIIV355LogisticsCenterLLC	10/1/2021	12/9/2021

#	Asset Name	Entity Name	Date Acquired / Completed	Date Added As Unencumbered Property
78	355LogisticsCenterII	BCIIV355LogisticsCenterLLC	10/1/2021	12/9/2021
79	CaliforniaBusinessCenterI	BCIIVCaliforniaBusinessCenterLLC	10/21/2021	12/9/2021
80	CaliforniaBusinessCenter II	BCIIVCaliforniaBusinessCenterLLC	10/21/2021	12/9/2021
81	CommerceFarmsLogistics Center	BCIIVCommerceFarmsLogisticsCenter LLC	8/25/2021	12/31/2021
82	MonumentBPI	BCIIVMonumentBPLP	11/17/2021	12/31/2021
83	MonumentBPII	BCIIVMonumentBPLP	11/17/2021	12/31/2021
84	AirCommerceCenter	BCIIVAirCommerceCenterLLC	11/17/2021	12/31/2021
85	AuroraCorporateCenter	BCIIVAuroraCorporateCenterLLC	11/17/2021	12/31/2021
86	I-24IC	BCIIVI-24ICLLC	11/17/2021	12/31/2021
87	HebronLC	BCIIVHebronLCLLC	11/17/2021	12/31/2021
88	WalkerMillIC	BCIIVWalkerMillICLLC	11/18/2021	12/31/2021
89	GreaterBostonICI	BCIIVGreaterBostonICILLC	11/22/2021	12/31/2021
90	GreaterBostonIC II	BCIIVGreaterBostonICIILLC	11/22/2021	12/31/2021
91	HainesportCommerceCenter	HainesportCommerceCenterUrbanRenewal LLC	12/21/2021	12/31/2021
92	WestlakeLCI	BCIIVWestlakeLCLLC	12/16/2021	12/31/2021
93	WestlakeLCII	BCIIVWestlakeLCLLC	12/16/2021	12/31/2021
94	WestlakeLCIII	BCIIVWestlakeLCLLC	12/16/2021	12/31/2021
95	WestlakeLCIV	BCIIVWestlakeLCLLC	12/16/2021	12/31/2021
96	SouthparkCCI	BCIIVSouthparkCCILLC	12/16/2021	12/31/2021
97	SouthparkCCII	BCIIVSouthparkCCIILLC	12/16/2021	12/31/2021
98	WindwardRidgeBCI	BCIIVWindwardRidgeBCLLC	12/16/2021	12/31/2021
99	WindwardRidgeBCII	BCIIVWindwardRidgeBCLLC	12/16/2021	12/31/2021
100	WindwardRidgeBCIII	BCIIVWindwardRidgeBCLLC	12/16/2021	12/31/2021
101	WindwardRidgeBCIV	BCIIVWindwardRidgeBCLLC	12/16/2021	12/31/2021

SCHEDULE B

SCHEDULE 3.14 TO AMENDED CREDIT AGREEMENT

SUBSIDIARIES

#	Subsidiary Guarantor	Direct Owner
1	BCIIVMedleyICLLC	AIREITOperatingPartnership LP
2	BCIIVMidwayICLLC	AIREITOperatingPartnership LP
3	BCIIVIronRunDCLLC	AIREITOperatingPartnership LP
4	BCIIV7ADCLLC	AIREITOperatingPartnership LP
5	BCIIVAirportICLP	BCIIVAirportICGPLLC/AIREITOperating Partnership LP
6	BCIIVAddisonDCIILLC	AIREITOperatingPartnership LP
7	BCIIVKellyTradeCenterLP	BCIIVKellyTradeCenterGPLLC/AIREIT Operating Partnership LP
8	BCIIVQuakerbridgeDCLLC	AIREITOperatingPartnership LP
9	BCIIVHebronAirparkLogisticsCenterLLC	AIREITOperatingPartnership LP
10	BCIIVMonteVistaICLP	BCIIVMonteVistaICGPLLC/AIREITOperating Partnership LP
11	BCIIVAvenueBIndustrialCenterLLC	AIREITOperatingPartnership LP
12	BCIIVKingofPrussiaIndustrialCenterLLC	AIREITOperatingPartnership LP
13	BCIIVEdisonDCLLC	AIREITOperatingPartnership LP
14	BCIIVExecutiveAirportDCIILLC	BCIIVBRLLC
15	BCIIVMarigoldDCLP	BCIIVMarigoldDCGPLLC/AIREITOperating Partnership LP
16	BCIIVBishopsGateDCLLC	AIREITOperatingPartnershipLP
17	BCIIVNorcrossIndustrialCenterLLC	AIREITOperatingPartnership LP
18	BCIIV7ADCIILLC	AIREITOperatingPartnership LP
19	BCIIVCarlstadtICLLC	AIREITOperatingPartnershipLP
20	BCIIVLimaDCLLC	AIREITOperatingPartnership LP
21	BCIIVEaglepointLCLLC	AIREITOperatingPartnership LP
22	BCIIVIntermodalLogisticsCenterLP	BCIIVIntermodalLogisticsCenterGPLLC/ AIREIT Operating Partnership LP

#	Subsidiary Guarantor	Direct Owner
23	BCIIVAirparkInternationalLogisticsCenterLLC	AIREITOperatingPartnership LP
24	BCIIVMiralomaICLP	BCIIVMiralomaICGPLLC/AIREITOperating Partnership LP
25	BCIIVNelsonIndustrialCenterLP	BCIIVNelsonIndustrialCenterGPLLC/AIREIT Operating Partnership LP
26	BCIIVPennsyLogisticsCenterLLC	AIREITOperatingPartnership LP
27	BCIIVRanchoCucamongaBCLP	BCIIVRanchoCucamongaBCGPLLC/AIREIT Operating Partnership LP
28	BCIIVRichmondLogisticsCenterLLC	AIREITOperatingPartnership LP
29	BCIIVSiliconValleyICLLC	AIREITOperatingPartnership LP
30	BCIIVBrodheadDCLLC	BCIIVBrodheadDCHoldcoLLC
31	BCIIVLaPorteDCLP	BCIIVLaPorteDCGPLLC
32	BCIIVPalmBeachCCLLC	AIREITPortfolioRealEstateHoldco LLC
33	BCIIVPompanoICLLC	AIREITPortfolioRealEstateHoldcoLLC
34	BCIIVLanhamDCLLC	AIREITPortfolioRealEstateHoldco LLC
35	BCIIVPark100DCLLC	AIREITPortfolioRealEstateHoldcoLLC
36	BCIIV TradeZone ICLLC	AIREITPortfolioRealEstateHoldcoLLC
37	BCIIVTotowaCCLLC	AIREITPortfolioRealEstateHoldco LLC
38	BCIIVDemarestDCLLC	AIREITPortfolioRealEstateHoldcoLLC
39	BCIIVIronRunDCIILLC	BCIIVIronRunDCIIHoldcoLLC/BCIIVIron Run DC II Holdco II LLC
40	BCIIVMechanicsburgDCLLC	BCIIVMechanicsburgDCHoldcoIILLC/BCIIV Mechanicsburg DC Holdco LLC
41	BCIIVDrewCourtCCLLC	BCIIVDrewCourtCCHoldcoLLC/BCIIVDrew Court CC Holdco II LLC
42	BCIIVChicagoICLLC	AIREITPortfolioRealEstateHoldcoLLC

#	Subsidiary Guarantor	Direct Owner
43	BCIIVUplandDCLLC	AIREITPortfolioRealEstateHoldcoLLC
44	BCIIVStocktonDCIILP	BCIIVStocktonDCIIGPLLC/AIREITPortfolio Real Estate Holdco LLC
45	BCIIVStocktonIndustrialCenterLP	BCIIVStocktonIndustrialCenterGPLLC/ AIREIT Portfolio Real Estate Holdco LLC
46	BCIIVTracyDCLP	BCIIVTracyDCGPLLC/AIREITPortfolioReal Estate Holdco LLC
47	BCIIVTracyDCIILP	BCIIVTracyDCIIGPLLC/AIREITPortfolio Real Estate Holdco LLC
48	BCIIVEtiwandaICLP	BCIIVEtiwandaICGPLLC/AIREITPortfolio Real Estate Holdco LLC
49	BCIIVValenciaICLP	BCIIVValenciaICGPLLC/AIREITPortfolio Real Estate Holdco LLC
50	BCIIVSaltLakeCityDCLLC	AIREITPortfolioRealEstateHoldco LLC
51	BCIIVSaltLakeCityDCIILLC	AIREITPortfolioRealEstateHoldco LLC
52	BCIIVKentIPLLC	AIREITPortfolioRealEstateHoldco LLC
53	BCIIVRentonDCLLC	AIREITPortfolioRealEstateHoldco LLC
54	BCIIVWestValleyDCIILLC	AIREITPortfolioRealEstateHoldco LLC
55	BCIIVAuburn167ICLLC	AIREITPortfolioRealEstateHoldcoLLC
56	BCIIVTacomaCCLLC	AIREITPortfolioRealEstateHoldco LLC
57	BCIIVStonewoodLogisticsCenterLLC	BCIIVStonewoodLCHoldcoLLC
58	BCIIVColonyCrossingLP	BCIIVColonyCrossingGPLLC/AIREIT Operating Partnership LP
59	BCIIVMadisonDCLLC	AIREITOperatingPartnership LP
60	BCIIV355LogisticsCenterLLC	AIREITOperatingPartnership LP
61	BCIIVCaliforniaBusinessCenterLLC	AIREITOperatingPartnership LP
62	BCIIVCommerceFarmsLogisticsCenter LLC	AIREITOperatingPartnership LP

#	Subsidiary Guarantor	Direct Owner
63	BCIIVMonumentBPLP	BCIIVMonumentBPGPLLC/AIREITOperating Partnership LP
64	BCIIVAirCommerceCenterLLC	AIREITOperatingPartnership LP
65	BCIIVAuroraCorporateCenterLLC	AIREITOperatingPartnership LP
66	BCIIVI-24ICLLC	AIREITOperatingPartnership LP
67	BCIIVHebronLCLLC	AIREITOperatingPartnership LP
68	BCIIVWalkerMillICLLC	AIREITOperatingPartnershipLP
69	BCIIVGreaterBoston ICILLC	AIREITOperatingPartnershipLP
70	BCIIVGreaterBostonICIILLC	AIREITOperatingPartnership LP
71	HainesportCommerceCenterUrbanRenewal LLC	BCIIVHainesportCCLLC
72	BCIIVWestlakeLCLLC	AIREITOperatingPartnership LP
73	BCIIVSouthparkCCILLC	AIREITOperatingPartnership LP
74	BCIIVSouthparkCCIILLC	AIREITOperatingPartnership LP
75	BCIIVWindwardRidgeBCLLC	AIREITOperatingPartnership LP

EX-10.19

Exhibit 10.19

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of November 9, 2022 (this “Agreement”), is among AIREIT OPERATING PARTNERSHIP LP (f/k/a BCI IV OPERATING PARTNERSHIP LP), a Delaware limited partnership (the “Borrower”), the other Loan Parties (as defined in the Amended Credit Agreement (defined below)) solely for purpose of Section IV hereof, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Agent”), and the Lenders (constituting Required Lenders) party hereto.

RECITALS

WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Agent are parties to the Credit Agreement, dated as of May 6, 2021, as amended by that certain First Amendment to Credit Agreement dated as of May 9, 2022 (as amended, restated, modified or supplemented prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as modified hereby and as further amended from time to time in accordance with the terms thereof, the “Amended Credit Agreement”).  Terms used but not defined herein shall have the respective meanings ascribed thereto in the Amended Credit Agreement.

WHEREAS, the Borrower has requested that the Agent and the Lenders agree to amend the Credit Agreement on the terms, and subject to the conditions, set forth herein.

WHEREAS, the Borrower, the Agent, and the Lenders party hereto (constituting Required Lenders) have agreed to amend the Credit Agreement in accordance with and subject to the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I.Amendments to Credit Agreement.  Subject to the conditions precedent set forth in Section III below, as of the First Amendment Effective Date, the Credit Agreement shall be amended as follows:

A.Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in proper alphabetical order therein:

“Mortgage” means a mortgage, deed of trust, deed to secure debt or similar security instrument made by a Person owning an interest in real estate granting a first-priority Lien on such interest in real estate as security for the payment of Indebtedness.

“Mortgage Backed Securities” means direct or indirect participations in, or direct or indirect participations or investments that are collateralized by and payable from, mortgage loans secured by real property, including, without limitation, mortgage loans utilizing a single asset, single borrower (SASB) structure, commercial mortgage backed securities (CMBS) structure, or commercial real estate collateralized loan obligations (CRE CLOs). Mortgage Backed Securities as used in this Agreement may or may not be issued or guaranteed by the full faith and credit of the U.S. government.

“Mortgage Receivable” means a loan or advance in respect of which any member of the Consolidated Group is the lender and that is secured by a Mortgage in favor of such lender.

B.The definition of “Debt Instrument” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Debt Instrument” means any instrument evidencing a debt, including Mortgage Receivables, mezzanine notes, second lien loans, preferred equity investments and B notes, but excluding Exchange Debt Investments, Mortgage Backed Securities, REIT preferred securities and REIT debt securities.

C.The definition of “Total Asset Value” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Total Asset Value” means, as of the date of calculation, the aggregate, without duplication, of:  (i) the Property Value of all Properties owned by any member of the Consolidated Group or any Exchange Property Owner; plus (ii) the Consolidated Group Pro Rata Share of the Property Value of Properties  owned by Unconsolidated Affiliates or any Exchange Fee Titleholder; plus (iii) Unrestricted Cash and Cash Equivalents owned directly or indirectly by any member of the Consolidated Group or any Exchange Property Owner; plus (iv) the applicable Consolidated Group Pro Rata Share of Unrestricted Cash and Cash Equivalents owned directly or indirectly by any Exchange Fee Titleholder or by Borrower or any Guarantor through an Unconsolidated Affiliate; plus “(v) investments in Debt Instruments (based on current book value) of any member of the Consolidated Group, Exchange Debt Investments (based on current book value) of any member of the Consolidated Group and REIT stocks, REIT preferred securities, REIT debt securities or Mortgage Backed Securities (in each case based on current market value) of any member of the Consolidated Group; provided that no Exchange Debt Investment shall be included under this clause if it relates to an Exchange Property already included in the calculation of Total Asset Value; plus (vi) an amount equal to the Consolidated Group Pro Rata Share of investments in Debt Instruments, Exchange Debt Investments, REIT stocks, REIT preferred securities, REIT debt securities and Mortgage Backed Securities (in each case based on values described in clause (v) above) owned by Unconsolidated Affiliates, any Exchange Fee Titleholder or any Exchange Property Owner; plus (vii) proceeds due from transfer agent; plus (viii) the amount of all Eligible Cash 1031 Proceeds resulting from the sale of Properties.  Further, if the FMV Option for any Exchange Property owned by an Exchange Property Owner has expired, then for purposes of calculations under clauses (i) and (iii) above with respect to such Exchange Property Owner, only the pro rata share of the Exchange Beneficial Interests owned by the Exchange Depositor in such Exchange Property Owner shall be counted; provided, however, that if the FMV Option is exercised, the pro rata share of the Exchange Beneficial Interests owned by a Subsidiary Owner shall be counted.

D.The definition of “Total Secured Indebtedness” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Total Secured Indebtedness” means, as of any date of determination, that portion of Total Indebtedness (excluding (i) the Obligations under the Loan Documents, (ii) obligations under Swap Agreements not secured by a Lien on a Property, (iii) contingent liabilities under customary completion guarantees, non-recourse carveout guarantees and hazardous materials indemnity agreements (except to the extent that a claim for payment or performance has been made thereunder and such obligations are secured by a Lien on a Property) and (iv) contingent obligations relating to performance or surety bonds in the ordinary course of business (except to the extent that a claim for payment or performance has been made thereunder and such obligations are secured by a Lien on a Property)) which is secured by a Lien on a Property, any ownership interests in any Subsidiary or Unconsolidated Affiliate or any other assets which had, in each case, in the aggregate, a value in excess of the amount of the applicable Indebtedness at the time such Indebtedness

was incurred.  Such Indebtedness that is secured only with a pledge of ownership interests and is also recourse to the Borrower or any Guarantor shall not be treated as Total Secured Indebtedness.  For the avoidance of doubt, repurchase obligations (relating to debt or equity investments) shall be included in Total Secured Indebtedness.

E.The definition of “Total Unencumbered Property Pool Value” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Total Unencumbered Property Pool Value” means, as of any date of calculation, the aggregate, without duplication, of: (a) the Unencumbered Property Values of all Unencumbered Properties; plus (b) an amount equal to one hundred percent (100%) of the then current book value of each Exchange Debt Investment, provided that such Exchange Debt Investment is not subject to any Liens or encumbrances and so long as the Exchange Property Investor with respect to such Exchange Debt Investment is not delinquent thirty (30) days or more in any payment of interest or principal payments thereunder; plus (c) the amount in excess of $10,000,000 of the total of (i) all Unrestricted Cash and Cash Equivalents, plus (ii) the amount of Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties; plus (d) an amount equal to one hundred percent (100%) of the then current book value of each Debt Instrument owned by a member of the Consolidated Group, provided that such Debt Instrument is not subject to any Liens or encumbrances and so long as the borrower with respect to such Debt Instrument is not delinquent thirty (30) days or more in any payment of interest or principal payments thereunder.

F.The definition of “Unencumbered Interest Coverage Ratio” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Unencumbered Interest Coverage Ratio” means, at any time, (a) Unencumbered Property NOI for the most recent quarter plus interest income from Exchange Debt Investments and Debt Instruments (including without limitation Mortgage Receivables), annualized, divided by (b) Unsecured Interest Expense for the immediately preceding calendar quarter, annualized.

G.Section 6.04 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“SECTION 6.04  Investments, Loans, Advances, Guarantees and Acquisitions.Except as permitted in Section 6.03, the Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except for industrial properties (including Subsidiaries that own only industrial properties), Cash and Permitted Investments and except that investments shall be permitted in the following categories of assets provided that investments described in clauses (a) through (g) below shall not exceed an aggregate thirty percent (30%) (determined after giving effect to any deductions for any amounts which exceed the thresholds described in clauses (a) through (g) below) of Total Asset Value, and shall be subject to individual limits set forth below:

Ownership of Land up to five percent (5%) of Total Asset Value;

(b)Investments in Unconsolidated Affiliates (including real estate funds or privately held companies) up to twenty-five percent (25%) of Total Asset Value;

(c)Ownership of non-industrial improved Properties up to ten percent (10%) of Total Asset Value;

(d)Debt Instruments up to ten percent (10%) of Total Asset Value;

(e)Exchange Debt Investments up to twelve and one-half percent (12.5%) of Total Asset Value; and

(f)REIT stocks, REIT preferred securities, REIT debt securities and Mortgage Backed Securities up to ten percent (10%) of Total Asset Value; and

(g)Ownership of Assets Under Development (which for this purpose shall be the book value plus the budgeted cost to complete) up to ten percent (10%) of Total Asset Value.

In the event that any Investments exceed the maximum amounts set forth above (including the thirty percent (30%) limitation for the investments described in clauses (a) through (g) above), such excess Investments shall not constitute an Event of Default but shall be excluded (without duplication) from the calculation of the financial covenants in Section 6.11.”

H.Section 6.12(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a)Minimum Unencumbered Interest Coverage Ratio.  Not permit the Unencumbered Interest Coverage Ratio to be less than 1.75:1.00.”

I.Section 6.12(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(c)Unencumbered Property Pool Criteria.  Comply with the following requirements regarding Unencumbered Properties:

(i)There must be a minimum of $250,000,000 in Total Unencumbered Property Pool Value at all times;

(ii)There must be at least fifteen (15) Unencumbered Properties;

(iii)Each Unencumbered Property must be located in the continental United States and be either (x) directly or indirectly wholly owned by the Borrower or (y) at least ninety-five percent (95%) directly or indirectly owned by Borrower in the event such Unencumbered Property owner is a real estate investment trust (or owned directly or indirectly by a real estate investment trust); provided that, no more than ten percent (10%) of the Total Unencumbered Property Pool Value may be attributable to Unencumbered Property included pursuant to this clause (y), and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder;

(iv)No single Unencumbered Property shall account for more than twenty-five percent (25%) of Total Unencumbered Property Pool Value and any amount in excess of

twenty-five percent (25%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder;

(v)The percentage of Total Unencumbered Property Pool Value attributable to Unencumbered Property NOI from a single tenant shall not exceed (x) twenty-five percent (25%) if the tenant has an Investment Grade Rating (or another comparable tenant reasonably approved by the Required Lenders for treatment as an investment grade tenant for the purpose of this provision) or (y) twenty percent (20%) for all other tenants, and any amount in excess of twenty-five percent (25%) or twenty percent (20%), respectively, shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(vi)(x) If Total Asset Value is less than $1,000,000,000, then no more than ten percent (10%) of Total Unencumbered Property Pool Value may be attributable to (A) Assets Under Development, (B) Unencumbered Property that is non-industrial improved property or incidental thereto and (C) Land, and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder, or (y) if Total Asset Value is more than or equal to $1,000,000,000, then no more than twenty-five percent (25%) of Total Unencumbered Property Pool Value may be attributable to (A) Assets Under Development, (B) Unencumbered Property that is non-industrial (or uses incidental thereto) improved property, and (C) Land, and any amount in excess of twenty-five percent (25%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(vii)No more than ten percent (10%) of Total Unencumbered Property Pool Value may be attributable to Unencumbered Properties that are ground leased under Financeable Ground Leases (as opposed to being owned in fee simple by the Borrower or a Subsidiary Guarantor), and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(viii)The Total Unencumbered Property Pool Value attributable to Exchange Debt Investments shall not exceed twelve and one half percent (12.5%), and any amount in excess of twelve and one half percent (12.5%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(ix)The Total Unencumbered Property Pool Value attributable to Exchange Properties shall not exceed fifteen percent (15%), and any amount in excess of fifteen percent (15%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(x)The Total Unencumbered Property Pool Value attributable to (A) Debt Instruments shall not exceed ten percent (10%) and (B) Debt Instruments other than Mortgage Receivables shall not exceed seven and one half percent (7.5%) (it being understood that any Debt Instruments described in clause (B) above are also to be included in the calculation of the aggregate 10% Debt Instruments limitation under clause (A) above), and any amount in excess of ten percent (10%) or seven and one half percent

(7.5%), respectively, shall be disregarded for purposes of determining Total Unencumbered Property Pool Value, but shall not constitute a Default hereunder.

(xi)Investments of the type described in clauses (vi) through (x) above shall not exceed an aggregate of thirty percent (30%) of Total Unencumbered Property Pool Value (determined after giving effect to any deductions for amounts that exceed the thresholds described in clauses (vi) through (x) above), and any amount in excess of such thirty percent (30%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.

(xii)No more than ten percent (10%) of Total Unencumbered Property Pool Value may be attributable to Unencumbered Properties that are leased pursuant to Tax Incentive Lease Agreements (as opposed to being owned in fee simple by the Borrower or a Subsidiary Guarantor), and any amount in excess of ten percent (10%) shall be disregarded for purposes of determining Total Unencumbered Property Pool Value and Unencumbered Property NOI, but shall not constitute a Default hereunder.”

II.REPRESENTATIONS.  The Borrower, on its own behalf and on behalf of the other Loan Parties, hereby represents, warrants and confirms that (A) the representations and warranties in Article III of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the date hereof, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, and the representations and warranties contained in Section 3.04 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) or (b), as applicable, of Section 5.01 of the Amended Credit Agreement, and (B) immediately before and after giving effect to this Agreement on the date hereof, no Default or Event of Default exists.

III.CONDITIONS TO EFFECTIVENESS.  This Agreement will become effective on the first date (such date, the “Second Amendment Effective Date”) on which each of the following conditions is satisfied:

A.The Agent shall have received counterparts of this Agreement executed and delivered by the Borrower, the other Loan Parties, Required Lenders and the Agent.

B.The Agent shall have received a certificate of the Borrower, in form and substance reasonably satisfactory to the Agent, signed by a Financial Officer of the Borrower and dated as of the Second Amendment Effective Date, certifying that (i) the representations and warranties contained in Article III of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, and the representations and warranties contained in Section 3.04 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) or (b), as applicable, of Section 5.01 of the Amended Credit Agreement, (ii) no Default or Event of Default exists, and (iii) attached thereto are pro forma calculations of the financial covenants set forth in Section 6.11 of the Amended Credit Agreement

and the Borrowing Base Covenants (which pro forma calculations may, in each case, take into account, among other things, the straight line rent treatment of any free rent periods for all leases that have commenced as of the First Amendment Effective Date), in each case for the fiscal quarter of Borrower ending June 30, 2022.

C.The Agent shall have received all reasonable fees and other amounts due and payable by the Borrower to the Agent on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Amended Credit Agreement to be reimbursed or paid by the Borrower in connection herewith.

D.The Agent shall have received all information reasonably requested by the Agent or any Lender regarding the Borrower, the other Loan Parties, and the Trust in order to comply with the Patriot Act and similar “know your customer” requirements of the Agent and the Lenders.

E.As of the date hereof, both immediately before and immediately after entering into this Agreement, no Default or Event of Default exists.

The Agent will promptly notify the Borrower in writing of the occurrence of the First Amendment Effective Date.

IV.CONFIRMATION OF GUARANTY. Each Guarantor (a) confirms its obligations under the Guaranty or Subsidiary Guaranty, as applicable, (b) confirms that Borrower’s obligations under the Amended Credit Agreement constitute “Obligations” (as defined in the Amended Credit Agreement), (c) confirms its guarantee of the Obligations under the Guaranty or Subsidiary Guaranty, as applicable, (d) confirms that Borrower’s obligations under the Amended Credit Agreement are entitled to the benefits of the guarantee set forth in the Guaranty or Subsidiary Guaranty, as applicable and (e) agrees that the Amended Credit Agreement is the “Credit Agreement” under and for all purposes of the Guaranty and Subsidiary Guaranty, as applicable.  Each Loan Party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect.

V.MISCELLANEOUS.

A.Each party hereto agrees that except as specifically amended hereby, the Loan Documents shall remain unmodified and in full force and effect.

B.On and after the date hereof, references in the Amended Credit Agreement or in any other Loan Document to the Loan Documents shall be deemed to be references to the Loan Documents as amended hereby and as further amended, restated, modified or supplemented from time to time.  This Agreement shall constitute a Loan Document.

C.This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic mail message shall be effective as delivery of a manually executed counterpart of this Agreement.

D.This Agreement shall be construed in accordance with and governed by the law of the State of New York.  Section 9.09 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis.

E.Any provision in this Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting

the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable.

F.The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to (i) any document to be signed by Agent and/or any Lender (collectively, the “Lender Parties”), in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form; and (ii) any document to be signed by the Borrower or any other Loan Party in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature of such Lender Party, the Borrower or other Loan Party, or the use of a paper-based recordkeeping system with respect to such Lender Party, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Agent is under no obligation to agree to accept electronic signatures from any Lender Party, the Borrower or other Loan Party in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it; provided further that, upon the request of the Agent, any such electronic signature shall be followed by a manually executed version thereof.  Each of the undersigned hereby (i) agrees that, for all purposes, electronic images of this Amendment (including with respect to any of the Lender Parties’ signature pages thereto) shall have the same legal effect, validity, admissibility into evidence and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity, admissibility into evidence or enforceability of this Agreement based solely on the lack of paper original copies hereof, including with respect to any of the Lender Parties’ signatures hereto.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

AIREIT OPERATING PARTNERSHIP LP,

a Delaware limited partnership

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS:

AIREIT 101 CORPORATE IC LLC

AIREIT 1201 LOGISTICS WAY LLC

AIREIT Bolingbrook lc i llc

AIREIT Bolingbrook lc ii llc

aireit chicago industrial center llc

aireit crossroads dc i llc

aireit crossroads dc ii llc

AIREIT ELGIN INDUSTRIAL CENTER LLC

AIREIT ENTERPRISE IC LLC

aireit hoagland dc llc

aireit i-465 east lc llc

aireit i-80 logistics center llc

aireit innovation corporate park llc

aireit medley 104 ic llc

aireit remington IC llc

AIREIT TECHNOLOGY IC LLC

AIREIT TRADEPORT LC LLC

BCI IV 355 LOGISTICS CENTER LLC

BCI IV 7A DC II LLC

BCI IV 7A DC LLC

BCI IV AIR COMMERCE CENTER LLC

BCI IV AIRPARK INTERNATIONAL LOGISTICS CENTER LLC

bci iv aurora corporate center llc

bci iv avenue b industrial center llc

BCI iv california business center llc

BCI IV CARLSTADT IC LLC

BCI IV COMMERCE FARMS LOGISTICS CENTER LLC

BCI IV EAGLEPOINT LC LLC

BCI IV EXECUTIVE AIRPORT DC III LLC

BCI IV GREATER BOSTON IC I LLC

BCI IV GREATER BOSTON IC II LLC

BCI IV HEBRON LC LLC

BCI IV I-24 IC LLC

bci iv lAKEWOOD LOGISTICS CENTER I LLC

BCI IV LAKEWOOD LOGISTICS CENTER V LLC

BCI IV LIMA DC LLC

BCI IV MADISON DC LLC

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

the sole member of each of the foregoing entities

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV RICHMOND LOGISTICS CENTER LLC

BCI IV RIGGS HILL INDUSTRIAL CENTER LLC

bci iv san antonio logistics center llc

bci iv silicon valley ic llc

bci iv southpark cc i llc

bci iv southpark cc ii llc

BCI IV WESTLAKE LC LLC

bci iv windward ridge bc llc

IPT AVENEL DC URBAN RENEWAL LLC

By:AIREIT Operating Partnership LP,

a Delaware limited partnership,

the sole member of each of the foregoing entities

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

AIREIT 350 Logistics Center LLC

AIREIT BLUFF ROAD LC LLC

AIREIT DECATUR DC LLC

AIREIT STATELINE DC LLC

AIREIT THOMPSON MILL IC LLC

By: AIREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By: AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

AIREIT 4 Studebaker CC LP,

a Delaware limited partnership

By: AIREIT 4 Studebaker CC GP LLC,

a Delaware limited liability company,

its general partner

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

AIREIT FORT WORTH DC LP,

a Delaware limited partnership

By: AIREIT Fort Worth DC GP LLC,

a Delaware limited liability company,

its general partner

By: AIREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By: AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

AIREIT GARLAND DC LP,

a Delaware limited partnership

By: AIREIT Garland DC GP LLC,

a Delaware limited liability company,

its general partner

By: AIREIT TRS Holdco LLC,

a Delaware limited liability company,

its sole member

By: AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

AIREIT INDUSTRY CC LP,

a Delaware limited partnership

By: AIREIT Industry CC GP LLC,

a Delaware limited liability company,

its general partner

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

AIREIT SKYLINE DC LP,

a Delaware limited partnership

By: AIREIT Skyline DC GP LLC,

a Delaware limited liability company,

its general partner

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

AIREX PORTFOLIO V TRS LLC,

a Delaware limited liability company

By: Ares Industrial Real Estate Exchange LLC,

a Delaware limited liability company,

its sole member

By: AIREIT TRS Corp.,

a Delaware corporation,

its sole member

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV PORT 146 DC LP,

a Delaware limited partnership

By:BCI IV Port 146 DC GP LLC,

a Delaware limited liability company,

its general partner

By: AIREIT Operating Partnership LP,

a Delaware limited partnership,

its sole shareholder

By: Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation,

its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Palm Beach CC LLC

BCI IV Pompano IC LLC

BCI IV Trade Zone IC LLC

BCI IV Chicago IC LLC

BCI IV Upland DC LLC

BCI IV Salt Lake City DC LLC

BCI IV Salt Lake City DC II LLC

BCI IV Kent IP LLC

BCI IV Renton DC LLC

BCI IV West Valley DC II LLC

BCI IV Auburn 167 IC LLC

BCI IV Tacoma CC LLC

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company,

the sole member of each of the foregoing entities

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Airport IC LP,

a Delaware limited partnership

By:BCI IV Airport IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Monte Vista IC LP,

a Delaware limited partnership

By:BCI IV Monte Vista IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Executive Airport DC II LLC,

a Delaware limited liability company

By:BCI IV BR LLC,

a Delaware limited liability company, its sole member

By:BCI IV Executive Airport DC II Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Marigold DC LP,

a Delaware limited partnership

By:BCI IV Marigold DC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Intermodal Logistics Center LP,

a Delaware limited partnership

By:BCI IV Intermodal Logistics Center GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Miraloma IC LP,

a Delaware limited partnership

By:BCI IV Miraloma IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Nelson Industrial Center LP,

a Delaware limited partnership

By:BCI IV Nelson Industrial Center GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Rancho Cucamonga BC LP,

a Delaware limited partnership

By:BCI IV Rancho Cucamonga BC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Brodhead DC LLC,

a Delaware limited liability company

By:BCI IV Brodhead DC Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV LaPorte DC LP,

a Delaware limited partnership

By:BCI IV LaPorte DC GP LLC,

a Delaware limited liability company, its general partner

By:BTC I REIT B LLC,

a Delaware limited liability company, its sole member

By:IPT BTC I GP LLC,

a Delaware limited liability company, its manager

By:AIREIT Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Iron Run DC II LLC,

a Delaware limited liability company

By:BCI IV Iron Run DC II Holdco LLC,

a Delaware limited liability company, its managing member

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Mechanicsburg DC LLC,

a Delaware limited liability company

By:BCI IV Mechanicsburg DC Holdco LLC,

a Delaware limited liability company, its managing member

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Stockton DC II LP,

a Delaware limited partnership

By:BCI IV Stockton DC II GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Stockton Industrial Center LP,

a Delaware limited partnership

By:BCI IV Stockton Industrial Center GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Tracy DC LP,

a Delaware limited partnership

By:BCI IV Tracy DC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Tracy DC II LP,

a Delaware limited partnership

By:BCI IV Tracy DC II GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Etiwanda IC LP,

a Delaware limited partnership

By:BCI IV Etiwanda IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Valencia IC LP,

a Delaware limited partnership

By:BCI IV Valencia IC GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Stonewood Logistics Center LLC,

a Delaware limited liability company

By:BCI IV Stonewood LC Holdco LLC,

a Delaware limited liability company, its sole and managing member

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

BCI IV Colony Crossing LP,

a Delaware limited partnership

By:BCI IV Colony Crossing GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

SUBSIDIARY GUARANTORS CONT.:

BCI IV Monument BP LP,

a Delaware limited partnership

By:BCI IV Monument BP GP LLC,

a Delaware limited liability company, its general partner

By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

By:Ares Industrial Real Estate Income Trust Inc.,

a Maryland corporation, its general partner

By: /s/ SCOTT SEAGER​ ​​ ​

Name: Scott Seager
Title: Principal, Chief Financial Officer and Treasurer

	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ RYAN DEMPSEY
Name:	Ryan Dempsey
Title:	Authorized Officer

	WELLS FARGO BANK, N.A., as a Lender
By:	/s/ CRAIG V. KOSHKARIAN
Name:	Craig V. Koshkarian
Title:	Director

	Bank of America, N.A., as a Lender
By:	/s/ KYLE PEARSON
Name:	Kyle Pearson
Title:	Vice President

	Truist Bank, as a Lender
By:	/s/ CHRISTOPHER D. DANIELS
Name:	Christopher D. Daniels
Title:	Director

	U.S. BANK NATIONAL ASSOCIATION., as a Lender
By:	/s/ TRAVIS MYERS
Name:	Travis Myers
Title:	Vice President

	REGIONS BANK, as a Lender
By:	/s/ GHI S. GAVIN
Name:	Ghi S. Gavin
Title:	Senior Vice President

	EASTERN BANK, as a Lender
By:	/s/ JARED H. WARD
Name:	Jared H. Ward
Title:	Senior Vice President

	ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ MITCHELL VEGA
Name:	Mitchell Vega
Title:	Senior Vice President

	Zions Bancorporation, N.A. dba Vectra Bank Colorado, as a Lender
By:	/s/ H. SHAW THOMAS
Name:	H. Shaw Thomas
Title:	Senior Vice President

	MUFG Union Bank, N.A., as a Lender
By:	/s/ JOHN FEENEY
Name:	John Feeney
Title:	Director

SCHEDULE A

Schedule 3.13 to Amended Credit Agreement

UNENCUMBERED PROPERTIES

	Asset Name	Subsidiary Guarantor
1.	101 Corporate IC I	AIREIT 101 Corporate IC LLC
2.	101 Corporate IC II	AIREIT 101 Corporate IC LLC
3.	1201 Logistics Way	AIREIT 1201 Logistics Way LLC
4.	350 Logistics Center	AIREIT 350 Logistics Center LLC
5.	4 Studebaker CC	AIREIT 4 Studebaker CC LP
6.	Bluff Road LC	AIREIT Bluff Road LC LLC
7.	Bolingbrook LC I	AIREIT Bolingbrook LC I LLC
8.	Bolingbrook LC II	AIREIT Bolingbrook LC II LLC
9.	Chicago Industrial Center	AIREIT Chicago Industrial Center LLC
10.	Crossroads DC I	AIREIT Crossroads DC I LLC
11.	Crossroads DC II	AIREIT Crossroads DC II LLC
12.	Decatur DC	AIREIT Decatur DC LLC
13.	Elgin Industrial Center I	AIREIT Elgin Industrial Center LLC
14.	Elgin Industrial Center II	AIREIT Elgin Industrial Center LLC
15.	Elgin Industrial Center III	AIREIT Elgin Industrial Center LLC
16.	Elgin Industrial Center IV	AIREIT Elgin Industrial Center LLC
17.	Enterprise IC	AIREIT Enterprise IC LLC
18.	Fort Worth DC	AIREIT Fort Worth DC LP
19.	Garland DC	AIREIT Garland DC LP

	Asset Name	Subsidiary Guarantor
20.	Hoagland DC	AIREIT Hoagland DC LLC
21.	I-465 East LC	AIREIT I-465 East LC LLC
22.	I-80 Logistics Center I & II	AIREIT I-80 Logistics Center LLC
23.	Industry CC	AIREIT Industry CC LP
24.	Innovation Corporate Park I	AIREIT Innovation Corporate Park LLC
25.	Innovation Corporate Park II	AIREIT Innovation Corporate Park LLC
26.	Medley 104 IC	AIREIT Medley 104 IC LLC
27.	Remington IC I	AIREIT Remington IC LLC
28.	Remington IC II	AIREIT Remington IC LLC
29.	Skyline DC	AIREIT Skyline DC LP
30.	Stateline DC	AIREIT Stateline DC LLC
31.	Technology IC I	AIREIT Technology IC LLC
32.	Technology IC II	AIREIT Technology IC LLC
33.	Technology IC III	AIREIT Technology IC LLC
34.	Technology IC IV	AIREIT Technology IC LLC
35.	Thompson Mill IC	AIREIT Thompson Mill IC LLC
36.	Tradeport LC I	AIREIT Tradeport LC LLC
37.	Tradeport LC II	AIREIT Tradeport LC LLC
38.	Tradeport LC III	AIREIT Tradeport LC LLC
39.	Tradeport LC IV	AIREIT Tradeport LC LLC
40.	Medley IC	AIREX PORTFOLIO V TRS LLC
41.	Addison DC II	AIREX PORTFOLIO V TRS LLC
42.	Kelly Trade Center	AIREX PORTFOLIO V TRS LLC

	Asset Name	Subsidiary Guarantor
43.	Hebron Airpark Logistics Center	AIREX PORTFOLIO V TRS LLC
44.	Norcross Industrial Center	AIREX PORTFOLIO V TRS LLC
45.	Tualatin DC	AIREX PORTFOLIO V TRS LLC
46.	Aurora DC II	AIREX PORTFOLIO V TRS LLC
47.	Naperville DC	AIREX PORTFOLIO V TRS LLC
48.	O'Hare DC III	AIREX PORTFOLIO V TRS LLC
49.	Lakewood Logistics Center II	AIREX PORTFOLIO V TRS LLC
50.	355 Logistics Center I	BCI IV 355 Logistics Center LLC
51.	355 Logistics Center II	BCI IV 355 Logistics Center LLC
52.	7A DC II	BCI IV 7A DC II LLC
53.	7A DC	BCI IV 7A DC LLC
54.	Air Commerce Center	BCI IV Air Commerce Center LLC
55.	Airpark International Logistics Center I	BCI IV Airpark International Logistics Center LLC
56.	Airpark International Logistics Center II	BCI IV Airpark International Logistics Center LLC
57.	Airport IC	BCI IV Airport IC LP
58.	Auburn 167 IC Bldg 1	BCI IV Auburn 167 IC LLC
59.	Auburn 167 IC Bldg 3B	BCI IV Auburn 167 IC LLC
60.	Auburn 167 IC Bldg 4	BCI IV Auburn 167 IC LLC
61.	Aurora Corporate Center	BCI IV Aurora Corporate Center LLC
62.	Avenue B Industrial Center	BCI IV Avenue B Industrial Center LLC
63.	Brodhead DC	BCI IV Brodhead DC LLC
64.	California Business Center I	BCI IV California Business Center LLC

	Asset Name	Subsidiary Guarantor
65.	California Business Center II	BCI IV California Business Center LLC
66.	Carlstadt IC I	BCI IV Carlstadt IC LLC
67.	Carlstadt IC II	BCI IV Carlstadt IC LLC
68.	Chicago IC	BCI IV Chicago IC LLC
69.	Colony Crossing I	BCI IV Colony Crossing LP
70.	Colony Crossing II	BCI IV Colony Crossing LP
71.	Commerce Farms Logistics Center	BCI IV Commerce Farms Logistics Center LLC
72.	Eaglepoint Logistics Center	BCI IV EaglePoint LC LLC
73.	Etiwanda IC Bldg A	BCI IV Etiwanda IC LP
74.	Etiwanda IC Bldg B	BCI IV Etiwanda IC LP
75.	Etiwanda IC Bldg C	BCI IV Etiwanda IC LP
76.	Executive Airport DC II	BCI IV Executive Airport DC II LLC
77.	Executive Airport DC III	BCI IV Executive Airport DC III LLC
78.	Greater Boston IC I	BCI IV Greater Boston IC I LLC
79.	Greater Boston IC II	BCI IV Greater Boston IC II LLC
80.	Hebron LC	BCI IV Hebron LC LLC
81.	I-24 IC	BCI IV I-24 IC LLC
82.	Intermodal Logistics Center	BCI IV Intermodal Logistics Center LP
83.	Iron Run DC II	BCI IV Iron Run DC II LLC
84.	Kent IP Bldg 3	BCI IV Kent IP LLC
85.	Kent IP Bldg 4	BCI IV Kent IP LLC

	Asset Name	Subsidiary Guarantor
86.	Lakewood Logistics Center I	BCI IV Lakewood Logistics Center I LLC
87.	Lakewood Logistics Center V	BCI IV Lakewood Logistics Center V LLC
88.	LaPorte DC	BCI IV LaPorte DC LP
89.	Lima DC	BCI IV Lima DC LLC
90.	Madison DC	BCI IV Madison DC LLC
91.	Marigold DC	BCI IV Marigold DC LP
92.	Mechanicsburg DC	BCI IV Mechanicsburg DC LLC
93.	Miraloma IC	BCI IV Miraloma IC LP
94.	Monte Vista IC	BCI IV Monte Vista IC LP
95.	Monument BP I	BCI IV Monument BP LP
96.	Monument BP II	BCI IV Monument BP LP
97.	Nelson Industrial Center	BCI IV Nelson Industrial Center LP
98.	Palm Beach CC	BCI IV Palm Beach CC LLC
99.	Pompano IC I	BCI IV Pompano IC LLC
100.	Pompano IC II	BCI IV Pompano IC LLC
101.	Port 146 DC	BCI IV Port 146 DC LP
102.	Rancho Cucamonga BC	BCI IV Rancho Cucamonga BC LP
103.	Renton DC	BCI IV Renton DC LLC
104.	Richmond Logistics Center	BCI IV Richmond Logistics Center LLC
105.	Riggs Hill IC	BCI IV Riggs Hill Industrial Center LLC
106.	Salt Lake City DC II	BCI IV Salt Lake City DC II LLC
107.	Salt Lake City DC	BCI IV Salt Lake City DC LLC

	Asset Name	Subsidiary Guarantor
108.	San Antonio Logistics Portfolio V	BCI IV San Antonio Logistics Center LLC
109.	Silicon Valley IC	BCI IV Silicon Valley IC LLC
110.	Southpark CC I	BCI IV Southpark CC I LLC
111.	Southpark CC II	BCI IV Southpark CC II LLC
112.	Stockton DC II	BCI IV Stockton DC II LP
113.	Stockton IC Bldg 1	BCI IV Stockton Industrial Center LP
114.	Stockton IC Bldg 2	BCI IV Stockton Industrial Center LP
115.	Stonewood Logistics Center	BCI IV Stonewood Logistics Center LLC
116.	Tacoma CC	BCI IV Tacoma CC LLC
117.	Tracy DC II	BCI IV Tracy DC II LP
118.	Tracy DC I	BCI IV Tracy DC LP
119.	Trade Zone IC	BCI IV Trade Zone IC LLC
120.	Upland DC	BCI IV Upland DC LLC
121.	Valencia IC	BCI IV Valencia IC LP
122.	West Valley DC II Bldg 1	BCI IV West Valley DC II LLC
123.	West Valley DC II Bldg 2	BCI IV West Valley DC II LLC
124.	Westlake LC I	BCI IV Westlake LC LLC
125.	Westlake LC II	BCI IV Westlake LC LLC
126.	Westlake LC III	BCI IV Westlake LC LLC
127.	Westlake LC IV	BCI IV Westlake LC LLC
128.	Windward Ridge BC I	BCI IV Windward Ridge BC LLC
129.	Windward Ridge BC II	BCI IV Windward Ridge BC LLC
130.	Windward Ridge BC III	BCI IV Windward Ridge BC LLC

	Asset Name	Subsidiary Guarantor
131.	Windward Ridge BC IV	BCI IV Windward Ridge BC LLC
132.	Avenel DC	IPT Avenel DC Urban Renewal LLC

SCHEDULE B

Schedule 3.14 to Amended Credit Agreement

SUBSIDIARIES

	Subsidiary Guarantor	Direct Owner
1.	AIREIT 101 Corporate IC LLC	AIREIT Operating Partnership LP
2.	AIREIT 1201 Logistics Way LLC	AIREIT Operating Partnership LP
3.	AIREIT 350 Logistics Center LLC	AIREIT TRS Holdco LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP
4.	AIREIT 4 Studebaker CC LP	AIREIT 4 Studebaker CC GP LLC / AIREIT Operating Partnership LP
5.	AIREIT Bluff Road LC LLC	AIREIT TRS Holdco LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP
6.	AIREIT Bolingbrook LC I LLC	AIREIT Operating Partnership LP
7.	AIREIT Bolingbrook LC II LLC	AIREIT Operating Partnership LP
8.	AIREIT Chicago Industrial Center LLC	AIREIT Operating Partnership LP
9.	AIREIT Crossroads DC I LLC	AIREIT Operating Partnership LP
10.	AIREIT Crossroads DC II LLC	AIREIT Operating Partnership LP
11.	AIREIT Decatur DC LLC	AIREIT TRS Holdco LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP
12.	AIREIT Elgin Industrial Center LLC	AIREIT Operating Partnership LP

	Subsidiary Guarantor	Direct Owner
13.	AIREIT Enterprise IC LLC	AIREIT Operating Partnership LP
14.	AIREIT Fort Worth DC LP	AIREIT Fort Worth DC GP LLC / AIREIT TRS Holdco LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP
15.	AIREIT Garland DC LP	AIREIT Garland DC GP LLC / AIREIT TRS Holdco LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP
16.	AIREIT Hoagland DC LLC	AIREIT Operating Partnership LP
17.	AIREIT I-465 East LC LLC	AIREIT Operating Partnership LP
18.	AIREIT I-80 Logistics Center LLC	AIREIT Operating Partnership LP
19.	AIREIT Industry CC LP	AIREIT Industry CC GP LLC / AIREIT Operating Partnership LP
20.	AIREIT Innovation Corporate Park LLC	AIREIT Operating Partnership LP
21.	AIREIT Medley 104 IC LLC	AIREIT Operating Partnership LP
22.	AIREIT Remington IC LLC	AIREIT Operating Partnership LP
23.	AIREIT Skyline DC LP	AIREIT Skyline DC GP LLC / AIREIT Operating Partnership LP
24.	AIREIT Stateline DC LLC	AIREIT TRS Holdco LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP

	Subsidiary Guarantor	Direct Owner
25.	AIREIT Technology IC LLC	AIREIT Operating Partnership LP
26.	AIREIT Thompson Mill IC LLC	AIREIT TRS Holdco LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP
27.	AIREIT Tradeport LC LLC	AIREIT Operating Partnership LP
28.	AIREX PORTFOLIO V TRS LLC	Ares Industrial Real Estate Exchange LLC / AIREIT TRS Corp / AIREIT Operating Partnership LP
29.	BCI IV 355 Logistics Center LLC	AIREIT Operating Partnership LP
30.	BCI IV 7A DC II LLC	AIREIT Operating Partnership LP
31.	BCI IV 7A DC LLC	AIREIT Operating Partnership LP
32.	BCI IV Air Commerce Center LLC	AIREIT Operating Partnership LP
33.	BCI IV Airpark International Logistics Center LLC	AIREIT Operating Partnership LP
34.	BCI IV Airport IC LP	BCI IV Airport IC GP LLC / AIREIT Operating Partnership LP
35.	BCI IV Auburn 167 IC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
36.	BCI IV Aurora Corporate Center LLC	AIREIT Operating Partnership LP
37.	BCI IV Avenue B Industrial Center LLC	AIREIT Operating Partnership LP

	Subsidiary Guarantor	Direct Owner
38.	BCI IV Brodhead DC LLC	BCI IV Brodhead DC Holdco LLC / AIREIT Operating Partnership LP
39.	BCI IV California Business Center LLC	AIREIT Operating Partnership LP
40.	BCI IV Carlstadt IC LLC	AIREIT Operating Partnership LP
41.	BCI IV Chicago IC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
42.	BCI IV Colony Crossing LP	BCI IV Colony Crossing GP LLC / AIREIT Operating Partnership LP
43.	BCI IV Commerce Farms Logistics Center LLC	AIREIT Operating Partnership LP
44.	BCI IV EaglePoint LC LLC	AIREIT Operating Partnership LP
45.	BCI IV Etiwanda IC LP	BCI IV Etiwanda IC GP LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
46.	BCI IV Executive Airport DC II LLC	BCI IV BR LLC / BCI IV Executive Airport DC II Holdco LLC / AIREIT Operating Partnership LP
47.	BCI IV Executive Airport DC III LLC	AIREIT Operating Partnership LP
48.	BCI IV Greater Boston IC I LLC	AIREIT Operating Partnership LP
49.	BCI IV Greater Boston IC II LLC	AIREIT Operating Partnership LP
50.	BCI IV Hebron LC LLC	AIREIT Operating Partnership LP

	Subsidiary Guarantor	Direct Owner
51.	BCI IV I-24 IC LLC	AIREIT Operating Partnership LP
52.	BCI IV Intermodal Logistics Center LP	BCI IV Intermodal Logistics Center GP LLC / AIREIT Operating Partnership LP
53.	BCI IV Iron Run DC II LLC	BCI IV Iron Run DC II Holdco LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
54.	BCI IV Kent IP LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
55.	BCI IV Lakewood Logistics Center I LLC	AIREIT Operating Partnership LP
56.	BCI IV Lakewood Logistics Center V LLC	AIREIT Operating Partnership LP
57.	BCI IV LaPorte DC LP	BCI IV LaPorte DC GP LLC / BTC I REIT B LLC / IPT BTC I GP LLC / AIREIT Real Estate Holdco LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
58.	BCI IV Lima DC LLC	AIREIT Operating Partnership LP
59.	BCI IV Madison DC LLC	AIREIT Operating Partnership LP
60.	BCI IV Marigold DC LP	BCI IV Marigold DC GP LLC / AIREIT Operating Partnership LP

	Subsidiary Guarantor	Direct Owner
61.	BCI IV Mechanicsburg DC LLC	BCI IV Mechanicsburg DC Holdco LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
62.	BCI IV Miraloma IC LP	BCI IV Miraloma IC GP LLC / AIREIT Operating Partnership LP
63.	BCI IV Monte Vista IC LP	BCI IV Monte Vista IC GP LLC / AIREIT Operating Partnership LP
64.	BCI IV Monument BP LP	BCI IV Monument BP GP LLC / AIREIT Operating Partnership LP
65.	BCI IV Nelson Industrial Center LP	BCI IV Nelson Industrial Center GP LLC / AIREIT Operating Partnership LP
66.	BCI IV Palm Beach CC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
67.	BCI IV Pompano IC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
68.	BCI IV Port 146 DC LP	BCI IV Port 146 DC GP LLC / AIREIT Operating Partnership LP
69.	BCI IV Rancho Cucamonga BC LP	BCI IV Rancho Cucamonga BC GP LLC / AIREIT Operating Partnership LP
70.	BCI IV Renton DC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
71.	BCI IV Richmond Logistics Center LLC	AIREIT Operating Partnership LP

	Subsidiary Guarantor	Direct Owner
72.	BCI IV Riggs Hill Industrial Center LLC	AIREIT Operating Partnership LP
73.	BCI IV Salt Lake City DC II LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
74.	BCI IV Salt Lake City DC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
75.	BCI IV San Antonio Logistics Center LLC	AIREIT Operating Partnership LP
76.	BCI IV Silicon Valley IC LLC	AIREIT Operating Partnership LP
77.	BCI IV Southpark CC I LLC	AIREIT Operating Partnership LP
78.	BCI IV Southpark CC II LLC	AIREIT Operating Partnership LP
79.	BCI IV Stockton DC II LP	BCI IV Stockton DC II GP LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
80.	BCI IV Stockton Industrial Center LP	BCI IV Stockton Industrial Center GP LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
81.	BCI IV Stonewood Logistics Center LLC	BCI IV Stonewood LC Holdco LLC / AIREIT Operating Partnership LP
82.	BCI IV Tacoma CC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP

	Subsidiary Guarantor	Direct Owner
83.	BCI IV Tracy DC II LP	BCI IV Tracy DC II GP LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
84.	BCI IV Tracy DC LP	BCI IV Tracy DC GP LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
85.	BCI IV Trade Zone IC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
86.	BCI IV Upland DC LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
87.	BCI IV Valencia IC LP	BCI IV Valencia IC GP LLC / AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
88.	BCI IV West Valley DC II LLC	AIREIT Portfolio Real Estate Holdco LLC / AIREIT Operating Partnership LP
89.	BCI IV Westlake LC LLC	AIREIT Operating Partnership LP
90.	BCI IV Windward Ridge BC LLC	AIREIT Operating Partnership LP
91.	IPT Avenel DC Urban Renewal LLC	AIREIT Operating Partnership LP

EX-21.1

Exhibit 21.1

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.

SUBSIDIARY LIST AS OF DECEMBER 31, 2022

NAME	JURISDICTION
AIREIT 101 Corporate IC LLC	Delaware
AIREIT 1201 Logistics Way LLC	Delaware
AIREIT 4 Studebaker CC GP LLC	Delaware
AIREIT 4 Studebaker CC LP	Delaware
AIREIT Acquisitions LLC	Delaware
AIREIT Big Eddy CC LLC	Delaware
AIREIT Bolingbrook LC I LLC	Delaware
AIREIT Bolingbrook LC II LLC	Delaware
AIREIT Brittmoore IC GP LLC	Delaware
AIREIT Brittmoore IC LP	Delaware
AIREIT Chicago Industrial Center LLC	Delaware
AIREIT Commonwealth Logistics Center LLC	Delaware
AIREIT County Line Corporate Park II LLC	Delaware
AIREIT County Line Corporate Park LLC	Delaware
AIREIT Crossroads DC I LLC	Delaware
AIREIT Crossroads DC II LLC	Delaware
AIREIT Debt Securities Holdco LLC	Delaware
AIREIT Elgin Industrial Center LLC	Delaware
AIREIT Enterprise IC LLC	Delaware
AIREIT Fort Worth DC GP LLC	Delaware
AIREIT Fort Worth DC LP	Delaware
AIREIT Garland DC GP LLC	Delaware
AIREIT Garland DC LP	Delaware
AIREIT Hoagland DC LLC	Delaware
AIREIT I-465 East LC LLC	Delaware
AIREIT I-80 Logistics Center LLC	Delaware
AIREIT Industry CC GP LLC	Delaware
AIREIT Industry CC LP	Delaware
AIREIT Innovation Corporate Park LLC	Delaware
AIREIT JFK Logistics Center LLC	Delaware
AIREIT LOC Lender LLC	Delaware
AIREIT Medley 104 IC LLC	Delaware
AIREIT Operating Partnership LP	Delaware
AIREIT Portfolio Real Estate Holdco LLC	Delaware
AIREIT Property Management LLC	Delaware
AIREIT Real Estate Holdco LLC	Delaware
AIREIT Robbinsville DC I Urban Renewal LLC	Delaware
AIREIT Robbinsville DC II Urban Renewal LLC	Delaware
AIREIT Runway DC GP LLC	Delaware

NAME	JURISDICTION
AIREIT Services LLC	Delaware
AIREIT Skyline DC GP LLC	Delaware
AIREIT Skyline DC LP	Delaware
AIREIT Stateline DC LLC	Delaware
AIREIT Tampa CC LLC	Delaware
AIREIT Tradeport LC LLC	Delaware
AIREIT TRS Corp.	Delaware
AIREIT TRS Holdco I LLC	Delaware
AIREIT TRS Holdco LLC	Delaware
AIREX 1031 Lender LLC	Delaware
AIREX 1031 Lender Portfolio IV LLC	Delaware
AIREX 1031 Lender Portfolio V LLC	Delaware
AIREX 1031 Lender Portfolio VI LLC	Delaware
AIREX Manager LLC	Delaware
AIREX Master Tenant LLC	Delaware
AIREX Portfolio IV DST	Delaware
AIREX Portfolio IV Manager LLC	Delaware
AIREX Portfolio IV Master Tenant LLC	Delaware
AIREX Portfolio IV TRS LLC	Delaware
AIREX Portfolio V DST	Delaware
AIREX Portfolio V Manager LLC	Delaware
AIREX Portfolio V Master Tenant LLC	Delaware
AIREX Portfolio V TRS LLC	Delaware
AIREX Portfolio VI DST	Delaware
AIREX Portfolio VI Manager LLC	Delaware
AIREX Portfolio VI Master Tenant LLC	Delaware
AIREX Portfolio VI TRS LLC	Delaware
Ares Industrial Real Estate Exchange LLC	Delaware
AREX 1031 Lender LLC	Delaware
BC Industrial Exchange Portfolio I DST	Delaware
BC Industrial Exchange Portfolio I Manager LLC	Delaware
BC Industrial Exchange Portfolio I Master Tenant LLC	Delaware
BC Industrial Exchange Portfolio I TRS LLC	Delaware
BC Industrial Exchange Portfolio II DST	Delaware
BC Industrial Exchange Portfolio II Manager LLC	Delaware
BC Industrial Exchange Portfolio II Master Tenant LLC	Delaware
BC Industrial Exchange Portfolio II TRS LLC	Delaware
BC Industrial Exchange Portfolio III DST	Delaware
BC Industrial Exchange Portfolio III Manager LLC	Delaware
BC Industrial Exchange Portfolio III Master Tenant LLC	Delaware
BC Industrial Exchange Portfolio III TRS LLC	Delaware

NAME	JURISDICTION
BCI IV 1 Stanley Drive Holdco I LLC	Delaware
BCI IV 1 Stanley Drive Holdco II LLC	Delaware
BCI IV 1 Stanley Drive Holdco LLC	Delaware
BCI IV 1 Stanley Drive LLC	Delaware
BCI IV 355 Logistics Center LLC	Delaware
BCI IV 395 DC LLC	Delaware
BCI IV 485 DC LLC	Delaware
BCI IV 7A DC II LLC	Delaware
BCI IV 7A DC LLC	Delaware
BCI IV Air Commerce Center LLC	Delaware
BCI IV Airpark International Logistics Center LLC	Delaware
BCI IV Airport IC GP LLC	Delaware
BCI IV Airport IC LP	Delaware
BCI IV Arrow Route DC LLC	Delaware
BCI IV Auburn 167 IC LLC	Delaware
BCI IV Aurora Corporate Center LLC	Delaware
BCI IV Avenue B Industrial Center LLC	Delaware
BCI IV Bishops Gate DC LLC	Delaware
BCI IV BR LLC	Delaware
BCI IV Brodhead DC Holdco I LLC	Delaware
BCI IV Brodhead DC Holdco II LLC	Delaware
BCI IV Brodhead DC Holdco LLC	Delaware
BCI IV Brodhead DC LLC	Delaware
BCI IV BTC II Tranche B GP LLC	Delaware
BCI IV BTC II Tranche B LP LLC	Delaware
BCI IV California Business Center LLC	Delaware
BCI IV Cameron BC LLC	Delaware
BCI IV Carlstadt IC LLC	Delaware
BCI IV Chicago IC LLC	Delaware
BCI IV Colony Crossing GP LLC	Delaware
BCI IV Colony Crossing LP	Delaware
BCI IV Commerce Farms Logistics Center LLC	Delaware
BCI IV Connection Park GP LLC	Delaware
BCI IV Connection Park LP	Delaware
BCI IV Demarest DC LLC	Delaware
BCI IV Drew Court CC Holdco I LLC	Delaware
BCI IV Drew Court CC Holdco II LLC	Delaware
BCI IV Drew Court CC Holdco LLC	Delaware
BCI IV Drew Court CC LLC	Delaware
BCI IV Edison DC LLC	Delaware
BCI IV Etiwanda DC GP LLC	Delaware

NAME	JURISDICTION
BCI IV Etiwanda DC LP	Delaware
BCI IV Executive Airport DC II Holdco LLC	Delaware
BCI IV Executive Airport DC II LLC	Delaware
BCI IV Executive Airport DC III LLC	Delaware
BCI IV Fontana DC GP LLC	Delaware
BCI IV Fontana DC LP	Delaware
BCI IV Gilbert Commerce Park LLC	Delaware
BCI IV Gothard IC GP LLC	Delaware
BCI IV Gothard IC LP	Delaware
BCI IV Greater Boston IC I LLC	Delaware
BCI IV Greater Boston IC II LLC	Delaware
BCI IV Hainesport CC LLC	Delaware
BCI IV Hainesport CC Master Tenant LLC	Delaware
BCI IV Harvill Business Center GP LLC	Delaware
BCI IV Harvill Business Center LP	Delaware
BCI IV Harvill Industrial Center GP LLC	Delaware
BCI IV Harvill Industrial Center LP	Delaware
BCI IV Hayward Logistics Center LLC	Delaware
BCI IV Hebron LC LLC	Delaware
BCI IV I-24 IC LLC	Delaware
BCI IV I-80 DC LLC	Delaware
BCI IV Intermodal Logistics Center GP LLC	Delaware
BCI IV Intermodal Logistics Center LP	Delaware
BCI IV Iron Run DC II Holdco I LLC	Delaware
BCI IV Iron Run DC II Holdco II LLC	Delaware
BCI IV Iron Run DC II Holdco LLC	Delaware
BCI IV Iron Run DC II LLC	Delaware
BCI IV Iron Run DC LLC	Delaware
BCI IV Kent IP LLC	Delaware
BCI IV King of Prussia Industrial Center LLC	Delaware
BCI IV Lanham DC LLC	Delaware
BCI IV LaPorte DC GP LLC	Delaware
BCI IV LaPorte DC LP	Delaware
BCI IV LC 33 Holdco 1 LLC	Delaware
BCI IV LC 33 Holdco 2 LLC	Delaware
BCI IV LC 33 Holdco LLC	Delaware
BCI IV Lakewood Logistics Center I LLC	Delaware
BCI IV Lakewood Logistics Center III LLC	Delaware
BCI IV Lakewood Logistics Center IV LLC	Delaware
BCI IV Lakewood Logistics Center V LLC	Delaware
BCI IV Legacy Logistics Center LLC	Delaware

NAME	JURISDICTION
BCI IV Lima DC LLC	Delaware
BCI IV Lodi DC LLC	Delaware
BCI IV Logistics Center at 33 LLC	Delaware
BCI IV Madison DC LLC	Delaware
BCI IV Marigold DC GP LLC	Delaware
BCI IV Marigold DC LP	Delaware
BCI IV Mechanicsburg DC Holdco I LLC	Delaware
BCI IV Mechanicsburg DC Holdco II LLC	Delaware
BCI IV Mechanicsburg DC Holdco LLC	Delaware
BCI IV Mechanicsburg DC LLC	Delaware
BCI IV Midway IC LLC	Delaware
BCI IV Miraloma IC GP LLC	Delaware
BCI IV Miraloma IC LP	Delaware
BCI IV Monte Vista IC GP LLC	Delaware
BCI IV Monte Vista IC LP	Delaware
BCI IV Monument BP GP LLC	Delaware
BCI IV Monument BP LP	Delaware
BCI IV Nelson Industrial Center GP LLC	Delaware
BCI IV Nelson Industrial Center LP	Delaware
BCI IV North County Commerce Center GP LLC	Delaware
BCI IV North County Commerce Center LP	Delaware
BCI IV Northgate DC Holdco LLC	Delaware
BCI IV Northgate DC LLC	Delaware
BCI IV Northlake Logistics Crossings GP LLC	Delaware
BCI IV Northlake Logistics Crossings LP	Delaware
BCI IV Ontario DC GP LLC	Delaware
BCI IV Ontario DC LP	Delaware
BCI IV Ontario IC GP LLC	Delaware
BCI IV Ontario IC LP	Delaware
BCI IV Otay Logistics Center LLC	Delaware
BCI IV Palm Beach CC LLC	Delaware
BCI IV Park 100 DC LLC	Delaware
BCI IV Peachtree DC LLC	Delaware
BCI IV Pennsy Logistics Center LLC	Delaware
BCI IV Performance DC GP LLC	Delaware
BCI IV Performance DC LP	Delaware
BCI IV Pescadero DC GP LLC	Delaware
BCI IV Pescadero DC LP	Delaware
BCI IV Pioneer DC LLC	Delaware
BCI IV Pioneer Parking Lot DC LLC	Delaware
BCI IV Pompano IC LLC	Delaware

NAME	JURISDICTION
BCI IV Port 146 DC GP LLC	Delaware
BCI IV Port 146 DC LP	Delaware
BCI IV Princess Logistics Center LLC	Delaware
BCI IV Quakerbridge DC LLC	Delaware
BCI IV Rancho Cucamonga BC GP LLC	Delaware
BCI IV Rancho Cucamonga BC LP	Delaware
BCI IV Renton DC LLC	Delaware
BCI IV Richmond Logistics Center LLC	Delaware
BCI IV Riggs Hill Industrial Center LLC	Delaware
BCI IV Robbinsville DC LLC	Delaware
BCI IV Salt Lake City DC II LLC	Delaware
BCI IV Salt Lake City DC LLC	Delaware
BCI IV San Antonio Logistics Center LLC	Delaware
BCI IV Silicon Valley IC LLC	Delaware
BCI IV Southpark CC I LLC	Delaware
BCI IV Southpark CC II LLC	Delaware
BCI IV Stockton DC GP LLC	Delaware
BCI IV Stockton DC II GP LLC	Delaware
BCI IV Stockton DC II LP	Delaware
BCI IV Stockton DC LP	Delaware
BCI IV Stockton Industrial Center GP LLC	Delaware
BCI IV Stockton Industrial Center LP	Delaware
BCI IV Stonewood Logistics Center LLC	Delaware
BCI IV Stonewood Logistics LC Holdco 1 LLC	Delaware
BCI IV Stonewood Logistics LC Holdco 2 LLC	Delaware
BCI IV Stonewood Logistics LC Holdco LLC	Delaware
BCI IV Tacoma CC LLC	Delaware
BCI IV Tacoma Logistics Center LLC	Delaware
BCI IV Totowa CC LLC	Delaware
BCI IV Tracy DC GP LLC	Delaware
BCI IV Tracy DC II GP LLC	Delaware
BCI IV Tracy DC II LP	Delaware
BCI IV Tracy DC III LLC	Delaware
BCI IV Tracy DC LP LLC	Delaware
BCI IV Trade Zone IC LLC	Delaware
BCI IV Tuscany IC II GP LLC	Delaware
BCI IV Tuscany IC II LP	Delaware
BCI IV Upland DC LLC	Delaware
BCI IV Valencia IP GP LLC	Delaware
BCI IV Valencia IP LP	Delaware
BCI IV Valwood Crossroads DC GP LLC	Delaware

NAME	JURISDICTION
BCI IV Valwood Crossroads DC LP	Delaware
BCI IV Walker Mill IC LLC	Delaware
BCI IV West Valley DC II LLC	Delaware
BCI IV Westlake IC LLC	Delaware
BCI IV Weston BC LLC	Delaware
BCI IV Windward Ridge BC LLC	Delaware
BCI IV York DC Holdco I LLC	Delaware
BCI IV York DC Holdco II LLC	Delaware
BCI IV York DC Holdco LLC	Delaware
BCI IV York DC LLC	Delaware
BCIX 1031 Lender LLC	Delaware
BCIX 1031 Lender Portfolio I LLC	Delaware
BCIX 1031 Lender Portfolio II LLC	Delaware
BCIX 1031 Lender Portfolio III LLC	Delaware
BTC I REIT B LLC	Delaware
BTC II Holdco LLC	Delaware
Build-To-Core Industrial Partnership Tranche B LP	Delaware
Hainesport Commerce Center Urban Renewal LLC	New Jersey
Industrial Property Advisors Sub II LLC	Delaware
Industrial Property Advisors Sub III LLC	Delaware
Industrial Property Advisors Sub IV LLC	Delaware
IPT Avenel DC Urban Renewal LLC	Delaware
IPT BTC I GP LLC	Delaware
IPT BTC I LP LLC	Delaware
IPT BTC II GP LLC	Delaware
IPT BTC II LP LLC	Delaware
IPT Corona Commerce Center LLC	Delaware
IPT Enterprise Business Center LLC	Delaware
IPT Kingsbridge Business Center LLC	Delaware
IPT Menifee CC LLC	Delaware
IPT Newark Airport Logistics Center Urban Renewal LLC	Delaware
IPT Riverside Logistics Center I LLC	Delaware
IPT Riverside Logistics Center II LLC	Delaware
MPLD II REIT B	Texas

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement (No. 333-228818) on Form S-8 of our report dated March 20, 2023, with respect to the consolidated financial statements of Ares Industrial Real Estate Income Trust Inc.

/s/KPMG LLP

Denver, Colorado

March 20, 2023

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey W. Taylor, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ares Industrial Real Estate Income Trust Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 20, 2023	/s/    JEFFREY W. TAYLOR
	Jeffrey W. Taylor Partner, Co-President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Scott A. Seager, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ares Industrial Real Estate Income Trust Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 20, 2023	/s/    SCOTT A. SEAGER
	Scott A. Seager Managing Director, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

In connection with the Annual Report on Form 10-K of Ares Industrial Real Estate Income Trust Inc. (the “Company”) for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey W. Taylor, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 20, 2023	/s/    JEFFREY W. TAYLOR
	Jeffrey W. Taylor Partner, Co-President (Principal Executive Officer)

Certification of Principal Financial Officer

In connection with the Annual Report on Form 10-K of Ares Industrial Real Estate Income Trust Inc. (the “Company”) for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Seager, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 20, 2023	/s/    SCOTT A. SEAGER
	Scott A. Seager Managing Director, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Exhibit 99.1

CONSENT OF INDEPENDENT VALUATION FIRM

We hereby consent to the reference to our name and the description of our role in the valuation process described under the heading “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Net Asset Value Calculation” in Part II, Item 5 of the Annual Report on Form 10-K for the period ended December 31, 2022 of Ares Industrial Real Estate Income Trust Inc. (the “Company”), filed by the Company with the Securities and Exchange Commission on the date hereof, being included or incorporated by reference in the Company’s Registration Statement on Form S-8 (File No. 333-228818). We also hereby consent to the same information and the reference to our name under the caption “Experts” being included or incorporated by reference in the Company’s Registration Statement on Form S-11 (File No. 333-255376) and the related prospectus and prospectus supplements that are a part thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

	/s/ Altus Group U.S., Inc.
March 17, 2023	Altus Group U.S., Inc.

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 14, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	000-56032
Entity Registrant Name	Ares Industrial Real Estate Income Trust Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-1592886
Entity Address, Address Line One	One Tabor Center
Entity Address, Address Line Two	1200 Seventeenth Street, Suite 2900
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	228-2200
Title of 12(g) Security	Common Stock, $0.01 Par Value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 0
Auditor Name	KPMG LLP
Auditor Firm ID	185
Auditor Location	Denver, Colorado
Entity Central Index Key	0001625941
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Class T Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		216,220,465
Class D Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,784,544
Class I Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		75,484,080

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Net investment in real estate properties	$ 6,733,878	$ 4,820,892
Investment in unconsolidated joint venture partnership(s)	19,668	101,769
Cash and cash equivalents	79,524	216,848
Restricted cash	499	887
Investment in available-for-sale debt securities, at fair value	60,033	0
Derivative instruments	99,333	5,817
DST Program Loans	152,402	68,772
Other assets	78,138	34,124
Total assets	7,223,475	5,249,109
Liabilities
Accounts payable and accrued liabilities	125,930	42,211
Debt, net	2,827,613	2,245,673
Intangible lease liabilities, net	97,399	76,432
Financing obligations, net	1,262,666	483,964
Distribution fees payable to affiliates	92,145	85,419
Other liabilities	194,822	116,064
Total liabilities	4,600,575	3,049,763
Commitments and contingencies (Note 15)
Redeemable noncontrolling interests	69,553	15,687
Stockholders' equity:
Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding
Additional paid-in capital	3,219,132	2,475,715
Accumulated deficit and distributions	(739,497)	(297,570)
Accumulated other comprehensive income	70,255	2,631
Total stockholders' equity	2,553,035	2,183,347
Noncontrolling interests	312	312
Total equity	2,553,347	2,183,659
Total liabilities and equity	7,223,475	5,249,109
Class T Shares
Stockholders' equity:
Common stock, value	2,272	2,061
Class D Shares
Stockholders' equity:
Common stock, value	206	136
Class I Shares
Stockholders' equity:
Common stock, value	$ 667	$ 374

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	200,000	200,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class T Shares
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,200,000	1,200,000
Common stock, shares issued	227,265	206,129
Common stock, shares outstanding	227,265	206,129
Class D Shares
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized	75,000	75,000
Common stock, shares issued	20,577	13,649
Common stock, shares outstanding	20,577	13,649
Class I Shares
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized	225,000	225,000
Common stock, shares issued	66,702	37,391
Common stock, shares outstanding	66,702	37,391

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Rental revenues	$ 391,605	$ 177,069	$ 79,396
Debt-related income	420	0	0
Total revenues	392,025	177,069	79,396
Operating expenses:
Rental expenses	94,276	42,719	19,550
Real estate-related depreciation and amortization	265,970	112,201	46,483
General and administrative expenses	13,265	8,886	6,973
Advisory fees	67,561	28,558	9,653
Performance participation allocation	140,505	81,185	9,640
Acquisition costs and reimbursements	5,322	3,735	3,166
Total operating expenses	586,899	277,284	95,465
Other (income) expenses:
Equity in loss (income) from unconsolidated joint venture partnership(s)	97	(54,296)	1,790
Interest expense	150,824	30,463	13,012
(Gain) loss on derivative instruments	(28,628)	177	0
Other income and expenses	(4,252)	(732)	(696)
Total other (income) expenses	118,041	(24,388)	14,106
Net loss	(312,915)	(75,827)	(30,175)
Net loss attributable to redeemable noncontrolling interests	4,874	498	83
Net income attributable to noncontrolling interests	(38)	(20)	(5)
Net loss attributable to common stockholders	$ (308,079)	$ (75,349)	$ (30,097)
Weighted-average shares outstanding - basic	295,683	201,169	113,145
Weighted-average shares outstanding - diluted	300,216	202,480	113,506
Net loss per common share - basic	$ (1.04)	$ (0.37)	$ (0.27)
Net loss per common share - diluted	$ (1.04)	$ (0.37)	$ (0.27)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (312,915)	$ (75,827)	$ (30,175)
Change from cash flow hedging activities	68,341	12,462	(11,999)
Change from activities related to available-for-sale securities	326
Comprehensive loss	(244,248)	(63,365)	(42,174)
Comprehensive loss attributable to redeemable noncontrolling interests	3,831	417	142
Comprehensive loss attributable to common stockholders	$ (240,417)	$ (62,948)	$ (42,032)

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests	Total
Beginning balance at Dec. 31, 2019	$ 492	$ 451,526	$ (47,730)	$ 2,190	$ 1	$ 406,479
Beginning balance, shares at Dec. 31, 2019	49,275
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income (excludes income attributable to redeemable noncontrolling interests)			(30,097)		5	(30,092)
Change from cash flow hedging activities (excludes attributable to redeemable noncontrolling interests)				(11,940)		(11,940)
Issuance of common stock	$ 928	967,663				968,591
Issuance of common stock, shares	92,689
Share-based compensation, net of cancellations		1,544				1,544
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs		(46,594)				(46,594)
Trailing distribution fees		(39,127)	10,634			(28,493)
Redemptions of common stock	$ (5)	(4,862)				$ (4,867)
Redemptions of common stock, shares	(493)					(493)
Preferred interest in Subsidiary REITs					125	$ 125
Distributions to stockholders (excludes attributable to redeemable noncontrolling interests)			(61,582)		(5)	(61,587)
Redemption value allocation adjustment to redeemable noncontrolling interests		(351)				(351)
Ending balance at Dec. 31, 2020	$ 1,415	1,329,799	(128,775)	(9,750)	126	1,192,815
Ending balance, shares at Dec. 31, 2020	141,471
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income (excludes income attributable to redeemable noncontrolling interests)			(75,349)		20	(75,329)
Change from cash flow hedging activities (excludes attributable to redeemable noncontrolling interests)				12,381		12,381
Issuance of common stock	$ 1,180	1,251,931				1,253,111
Issuance of common stock, shares	118,048
Share-based compensation, net of cancellations		1,618				1,618
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs		(22,537)				(22,537)
Trailing distribution fees		(56,480)	16,022			(40,458)
Redemptions of common stock	$ (24)	(25,085)				$ (25,109)
Redemptions of common stock, shares	(2,350)					(2,350)
Preferred interest in Subsidiary REITs					186	$ 186
Distributions to stockholders (excludes attributable to redeemable noncontrolling interests)			(109,468)		(20)	(109,488)
Redemption value allocation adjustment to redeemable noncontrolling interests		(3,531)				(3,531)
Ending balance at Dec. 31, 2021	$ 2,571	2,475,715	(297,570)	2,631	312	2,183,659
Ending balance, shares at Dec. 31, 2021	257,169
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income (excludes income attributable to redeemable noncontrolling interests)			(308,079)		38	(308,041)
Change from cash flow hedging activities (excludes attributable to redeemable noncontrolling interests)				67,624		67,624
Issuance of common stock	$ 715	1,036,312				$ 1,037,027
Issuance of common stock, shares	71,518					71,300
Share-based compensation, net of cancellations		1,676				$ 1,676
Share-based compensation, net of cancellations (shares)	(34)
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs		(27,447)				(27,447)
Trailing distribution fees		(33,901)	27,175			(6,726)
Redemptions of common stock	$ (141)	(213,303)				$ (213,444)
Redemptions of common stock, shares	(14,109)					(14,109)
Distributions to stockholders (excludes attributable to redeemable noncontrolling interests)			(161,023)		(38)	$ (161,061)
Redemption value allocation adjustment to redeemable noncontrolling interests		(19,920)				(19,920)
Ending balance at Dec. 31, 2022	$ 3,145	$ 3,219,132	$ (739,497)	$ 70,255	$ 312	$ 2,553,347
Ending balance, shares at Dec. 31, 2022	314,544

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Net loss allocated to redeemable non-controlling interests	$ 4,874	$ 498	$ 83
Changes from cash flow hedging activities allocated to redeemable noncontrolling interest	1,043	81	(59)
Distributions to redeemable noncontrolling interest	$ 2,493	$ 715	$ 197

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net loss	$ (312,915)	$ (75,827)	$ (30,175)
Adjustments to reconcile net loss to net cash provided by operating activities:
Real estate-related depreciation and amortization	265,970	112,201	46,483
Amortization of deferred financing costs	7,863	2,354	1,221
Financing obligation liability appreciation	26,568	0	0
Equity in loss (income) from unconsolidated joint venture partnership(s)	97	(54,296)	1,790
(Gain) loss on changes in fair value of interest rate caps	(25,175)	177	0
Performance participation allocation	140,505	81,185	9,640
Straight-line rent and amortization of above- and below-market leases	(34,448)	(14,719)	(7,744)
Other	2,205	1,408	1,332
Changes in operating assets and liabilities
Tenant receivables and other assets	1,298	(6,633)	(140)
Accounts payable and accrued liabilities	27,018	10,579	1,177
Due from / to affiliates, net	2,587	6,157	(8,008)
Net cash provided by operating activities	101,573	62,586	15,576
Investing activities:
Real estate acquisitions	(1,549,477)	(2,621,687)	(473,610)
Incremental investment to acquire joint venture partnership portfolio	(259,526)	(584,809)	0
Capital expenditures	(199,238)	(30,408)	(8,930)
Investment in unconsolidated joint venture partnership(s)	(9,022)	(7,505)	(325,890)
Distributions from joint venture partnership	0	5,200	0
Purchases of available-for-sale debt securities	(59,650)	0	0
Other	129	0	0
Net cash used in investing activities	(2,076,784)	(3,239,209)	(808,430)
Financing activities:
Proceeds from mortgage note	367,830	1,078,390	118,500
Net (repayments of) proceeds from line of credit	90,000	0	(107,000)
Proceeds from term loan	135,000	600,000	107,500
Debt issuance costs paid	(18,000)	(13,776)	(1,050)
Interest rate cap premium	(2,963)	(200)	0
Proceeds from issuance of common stock, net	937,777	1,185,844	900,810
Proceeds from financing obligations, net	672,045	415,192	0
Offering costs paid in connection with issuance of common stock and private placements	(5,464)	(26,205)	(10,333)
Distributions paid to common stockholders, redeemable noncontrolling interest holders and preferred shareholders	(57,872)	(37,312)	(19,084)
Distribution fees paid to affiliates	(26,495)	(15,365)	(9,901)
Redemptions of common stock	(213,444)	(25,109)	(4,867)
Redemptions of redeemable noncontrolling interests	(40,915)	0	0
Net cash provided by financing activities	1,837,499	3,161,459	974,575
Net (decrease) increase in cash, cash equivalents and restricted cash	(137,712)	(15,164)	181,721
Cash, cash equivalents and restricted cash, at beginning of period	217,735	232,899	51,178
Cash, cash equivalents and restricted cash, at end of period	$ 80,023	$ 217,735	$ 232,899

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DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

1. DESCRIPTION OF BUSINESS

Ares Industrial Real Estate Income Trust Inc. is a Maryland corporation formed on August 12, 2014. Unless the context otherwise requires, the “Company”, “we”, “our”, “us” and “AIREIT” refers to Ares Industrial Real Estate Income Trust Inc. and our consolidated subsidiaries, which includes AIREIT Operating Partnership LP (the “Operating Partnership”). We are externally managed by our advisor. On July 1, 2021, Ares Management Corporation (“Ares”) closed on the acquisition of the U.S. real estate investment advisory and distribution business of Black Creek Group, including our former advisor, BCI IV Advisors LLC (the “Former Advisor”). As a result of this transaction, Ares Commercial Real Estate Management LLC became our new advisor (the “New Advisor”). Ares did not acquire our former sponsor, BCI IV Advisors Group LLC (the “Former Sponsor”), and we now consider the Ares real estate group (“AREG”) to be our Sponsor. See “Note 11” for additional information regarding this transaction. References to the “Advisor” throughout this report mean BCI IV Advisors LLC for periods prior to July 1, 2021 and Ares Commercial Real Estate Management LLC for periods thereafter. References to the “Sponsor” throughout this report mean BCI IV Advisors Group LLC for periods prior to July 1, 2021 and Ares real estate group for periods thereafter.

AIREIT was formed to make equity and debt investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers throughout the U.S. Creditworthiness does not necessarily mean investment grade and the majority of our customers do not have a public credit rating. Although we intend to focus investment activities primarily on distribution warehouses and other industrial properties, its charter and bylaws do not preclude it from investing in other types of commercial property, real estate debt, or real estate-related equity securities. As of December 31, 2022, we owned and managed a real estate portfolio that included 243 industrial buildings. AIREIT operates as one reportable segment comprised of industrial real estate.

We currently operate and have been elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2017, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of its properties and securities through the Operating Partnership, of which we are the sole general partner and a limited partner.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, higher interest rates and challenges in the supply chain, coupled with the war in Ukraine and the ongoing effects of the novel coronavirus pandemic, have the potential to negatively impact us. These current macroeconomic conditions may continue or aggravate and could cause the United States to experience an economic slowdown or recession. We anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States. In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP.

Basis of Consolidation

The consolidated financial statements include the accounts of AIREIT, the Operating Partnership, and its wholly-owned subsidiaries, as well as amounts related to noncontrolling interests and redeemable noncontrolling interests. See “Noncontrolling Interests” and “Redeemable Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests and redeemable noncontrolling interests. All material intercompany accounts and transactions have been eliminated.

We consolidate all entities in which we have a controlling financial interest through majority ownership or voting rights and variable interest entities for which we are the primary beneficiary. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity

(“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when we control the entity through a majority voting interest or other means. When the requirements for consolidation are not met and we have significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Equity method investments are initially recorded at cost and subsequently adjusted for our pro-rata share of net income, contributions and distributions.

The Operating Partnership meets the criteria of a VIE as the Operating Partnership’s limited partners do not have the right to remove the general partner and do not have substantive participating rights in the operations of the Operating Partnership. Pursuant to the agreement of limited partnership of the Operating Partnership (the “Partnership Agreement”), we are the primary beneficiary of the Operating Partnership as we have the obligation to absorb losses and receive benefits, and the power to control substantially all of the activities which most significantly impact the economic performance of the Operating Partnership. As such, the Operating Partnership continues to be consolidated within our consolidated financial statements.

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary.

Investment in Real Estate Properties

We first determine whether an acquisition constitutes a business or asset acquisition. Upon determination of an asset acquisition, the purchase price of a property is allocated to land, building and improvements, and intangible lease assets and liabilities. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below-market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below-market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.”

If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. No debt was assumed in connection with our 2022 or 2021 acquisitions. Transaction costs associated with the acquisition of a property are capitalized as incurred in an asset acquisition and are allocated to land, building, and intangible lease assets on a relative fair value basis. Properties that are probable to be sold are to be designated as “held for sale” on the balance sheets when certain criteria are met.

The results of operations for acquired properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. We expense any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date.

Land, building, building improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of our real estate assets are capitalized as incurred. These costs include capitalized interest and development fees. Other than the transaction costs associated with the acquisition of a property described above, we do not capitalize any

other costs, such as taxes, salaries or other general and administrative expenses. See “Capitalized Interest” below for additional detail. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.

Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table:

Land	Not depreciated
Building and improvements	5 to 40 years
Tenant improvements	Lesser of useful life or lease term
Lease commissions	Over lease term
Intangible lease assets	Over lease term
Above-market lease assets	Over lease term
Below-market lease liabilities	Over lease term, including below-market fixed-rate renewal options

Certain of our investments in real estate are subject to ground leases, for which a lease liability and corresponding right of use asset are recognized. We calculate the amount of the lease liability and right of use asset by taking the present value of the remaining lease payments and adjusting the right of use asset for any existing straight-line ground rent liability and acquired ground lease intangibles. An estimated incremental borrowing rate of a loan with a similar term as the ground lease is used as the discount rate. The lease liability is included as a component of other liabilities, and the related right of use asset is recorded as a component of net investments in real estate properties on our consolidated balance sheets. The amortization of the below-market ground lease is recorded as an adjustment to real estate-related depreciation and amortization on our consolidated statements of operations.

Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and we will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value.

Investment in Unconsolidated Joint Venture Partnerships

We analyze our investment in an unconsolidated joint venture under GAAP to determine if the joint venture is a VIE and whether the requisite substantial participating rights described in the GAAP are held by the partners not affiliated with us. If the joint venture is not a VIE and the partners not affiliated with us hold substantial participating rights, we account for our investment in the joint venture under the equity method. Under the equity method, the investment is initially recorded at cost (including direct acquisition costs) and subsequently adjusted to reflect our proportionate share of equity in the joint venture’s net (income) loss, distributions received, contributions made and certain other adjustments made, as appropriate, which is included in investment in unconsolidated joint venture partnerships on our consolidated balance sheets. The proportionate share of ongoing income or loss of the unconsolidated joint venture partnerships is recognized in equity in (income) loss of unconsolidated joint venture partnerships on the consolidated statements of operations. The outside basis portion of our unconsolidated joint venture partnerships is amortized over the anticipated useful lives of the joint ventures’ tangible and intangible assets acquired and liabilities assumed.

When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss is other than temporary. If we conclude it is other than temporary, an impairment charge is recognized to reflect the equity investment at fair value. No impairment losses were recorded related to our investment in unconsolidated joint venture partnerships for the year ended December 31, 2022. See “Note 4” for additional information regarding our investment in unconsolidated joint venture partnerships.

We may earn performance-based incentive fees based on a joint venture’s cumulative returns over a certain time period. The returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents and interest rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact its performance-based incentive fee period over period, recognition of the performance-based incentive fee income is limited to amounts for which it is probable that a significant income reversal will not occur. See “Note 4” for additional information on the BTC II Partnership incentive fee distribution.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk.

Derivative Instruments

Our derivative instruments are used to manage exposure to variability in expected future interest payments and are recorded at fair value. The accounting for changes in fair value of derivative instruments depends on whether it has been designated and qualifies as a hedge and, if so, the type of hedge. As of December 31, 2022, our interest rate swap derivative instruments are designated as cash flow hedges. The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets and is subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transaction affects earnings, which is when the interest expense is recognized on the related debt.

As of December 31, 2022, our interest rate cap derivative instruments are not designated as hedges. For derivatives that are not designated and do not qualify as hedges, we present changes in the fair value as a component of gain (loss) on derivative instruments on the consolidated statements of income. We do not use derivative instruments for trading or speculative purposes.

Available-for-Sale Debt Securities

We acquire debt securities that are collateralized by mortgages on commercial real estate properties primarily for cash management and investment purposes. On the acquisition date, we designate investments in commercial real estate debt securities as available-for-sale. Investments in debt securities that are classified as available-for-sale are carried at fair value. These assets are valued on a recurring basis and any unrealized holding gains and losses other than those associated with a credit loss are recorded each period in other comprehensive income.

As applicable, available-for-sale debt securities that are in an unrealized loss position are evaluated quarterly on an individual security basis to determine whether a credit loss exists. In the assessment we consider the extent of the difference between fair value and amortized cost, changes in credit rating, and any other adverse factors directly impacting the security. If we determine a credit loss exists, the extent of the credit loss is recognized in the consolidated statements of operations and any additional loss not attributable to credit loss is recognized in other comprehensive income. There was no credit loss recognized during the year ended December 31, 2022, and we did not have any available-for-sale debt securities during the years ended December 31, 2021 and 2020.

Available-for-sale debt securities will be on non-accrual status at the earlier of (i) principal or interest payments becoming 90 days past due or (ii) when management’s determination that there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is reversed against interest income in the period the debt security is placed on non-accrual status. Interest payments received on non-accrual securities may be recognized as income or applied to principal depending upon management’s judgment regarding collectability of the debt security based on the facts and circumstances regarding the payment received. Non-accrual debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current.

As of December 31, 2022, we had five debt security investments designated as available-for-sale debt securities. The following table summarizes our investments in available-for-sale debt securities as of December, 31, 2022:

($ in thousands)	Face Amount		Amortized Cost		Unamortized Discount		Unrealized Gain, Net		Fair Value
Available-for-sale debt securities	$	62,420	$	59,708	$	2,712	$	326	$	60,033

Deferred Financing Costs

Deferred financing costs include: (i) debt issuance costs incurred to obtain long-term financing and cash flow hedges; and (ii) financing costs associated with financing obligations. These costs are amortized to interest expense over the expected terms of the related credit facilities. Unamortized deferred financing costs are written off if debt is retired before its expected maturity date.

Accumulated amortization of debt issuance costs was approximately $11.9 million and $5.3 million as of December 31, 2022 and 2021, respectively. Our interest expense for the years ended December 31, 2022, 2021 and 2020 included $7.1 million, $2.4 million and $1.2 million, respectively, of amortization of debt issuance costs.

Accumulated amortization of financing costs associated with financing obligations was approximately $0.8 million as of December 31, 2022. Our interest expense for the year ended December 31, 2022 included $0.8 million of amortization of financing costs associated with financing obligations. As of December 31, 2021, we had no accumulated amortization of financing costs associated with financing obligations and no amortization expense was incurred for the years ended December 31, 2021 and 2020.

Capitalized Interest

We capitalize interest as a cost of development on value-add buildings. Capitalization of interest for a particular asset begins when activities necessary to get the asset ready for its intended use are in progress and when interest costs have been incurred. Capitalization of interest ceases when the project is substantially complete and ready for occupancy. For the years ended December 31, 2022, 2021 and 2020, approximately $7.3 million, $1.2 million and $0.6 million of interest was capitalized, respectively.

Distribution Fees

Distribution fees are paid monthly. Distribution fees are accrued upon the issuance of Class T shares and Class D shares in the primary portion of our public offerings. We accrue for: (i) the monthly amount payable as of the balance sheet date, and (ii) the estimated amount of distribution fees to be paid in future periods based on the Class T shares and Class D shares outstanding as of the balance sheet date. The accrued distribution fees are reflected in additional paid-in capital in stockholders’ equity. See “Note 11” for additional information regarding when distribution fees become payable.

Noncontrolling Interests

Due to our control of the Operating Partnership through our sole general partner interest and our limited partner interest, we consolidate the Operating Partnership. The limited partner interests not owned by us are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity. As the limited partner interests do not participate in the profits and losses of the Operating Partnership, there is no net income or loss attributable to this portion of noncontrolling interests on the consolidated statement of operations.

Noncontrolling interests also represent the portion of equity in an acquired subsidiary real estate investment trust (“Subsidiary REIT”), that we do not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheet as noncontrolling interests within permanent equity. See “Note 11” for additional information regarding the Subsidiary REIT.

Reclassifications

Certain items in our consolidated balance sheets, statements of operations, cash flows and certain tables in our footnotes for the years ended December 31, 2021 and 2020 have been reclassified to conform to the 2022 presentation.

Redeemable Noncontrolling Interests

The Operating Partnership issued units in the Operating Partnership (“OP Units”) to the Advisor and Former Sponsor as payment for the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the terms of the Amended and Restated Advisory Agreement (2022), effective as of May 1, 2022 (the “Advisory Agreement”), by and among us, the Operating Partnership and the Advisor. The Former Sponsor held, either directly or indirectly, OP Units, and subsequent to the Transaction (as defined in “Note 11”), the Former Sponsor transferred these OP Units to its members or their affiliates. We have classified these OP Units as redeemable noncontrolling interests in mezzanine equity on the consolidated balance sheets due to the fact that, as defined in the Partnership Agreement, the limited partners who hold these OP Units generally have the ability to request transfer or redeem their OP Units at any time irrespective of the period that they have held such OP Units, and the Operating Partnership is required to satisfy such redemption for cash unless such cash redemption would be prohibited by applicable law or the Partnership Agreement, in which case such OP Units will be redeemed for shares of our common stock of the class corresponding to the class of such OP Units. The redeemable noncontrolling interests are recorded at the greater of the carrying amount, adjusted for the share of the allocation of income or loss and

dividends, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period. See “Note 9” for additional information regarding redeemable noncontrolling interests.

Revenue Recognition

When a lease is entered into, we first determine if the collectability from the tenant is probable. If the collectability is not probable we recognize revenue when the payment has been received. If the collectability is determined to be probable we record rental revenue on a straight-line basis over the full lease term. Certain properties have leases that offer the tenant a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, we record receivables from tenants for rent that we expect to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. Management analyzes accounts receivable by considering customer creditworthiness, current economic trends, customers’ businesses, and customers’ ability to make payments on time and in full when evaluating the adequacy of the allowance for doubtful accounts receivable. We evaluate collectability from our tenants on an ongoing basis. If the assessment of collectability changes during the lease term, any difference between the revenue that would have been recognized under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenues. When we acquire a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. As of December 31, 2022, we have a $0.5 million allowance for doubtful accounts. These amounts are included in our other assets on the consolidated balance sheets. As of December 31, 2021, we had no allowance for doubtful accounts.

In connection with property acquisitions, we may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods.

We expense any unamortized intangible lease asset or record an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date.

Upon disposition of a real estate asset, we will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses.

Debt-related income is accrued based on the outstanding principal amount and the contractual terms of each debt security. For available-for-sale debt securities, premiums or discounts are amortized or accreted into interest income as a yield adjustment using the effective interest method.

Organization and Offering Expenses

Organization costs are expensed as incurred and offering expenses associated with our public offerings are recorded as a reduction of gross offering proceeds in additional paid-in capital. See “Note 11” for additional information regarding organization and offering expenses.

Income Taxes

As a REIT, we generally are not subject to federal income taxes on net income we distribute to stockholders. We intend to make timely distributions sufficient to satisfy the annual distribution requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate tax rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and federal income and excise taxes on our undistributed income.

Net Income (Loss) Per Share

Basic net income (loss) per common share is determined by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share includes the effects of potentially issuable common stock, but only if dilutive, including the presumed exchange of OP Units. See “Note 12” for additional information regarding net income (loss) per share.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. We believe it mitigates this risk by investing our cash with high-credit quality financial institutions. As our revenues predominantly consist of rental payments, we are dependent on our customers for our source of revenues. Concentration of credit risk arises when its source of revenue is highly concentrated from certain of its customers. As of December 31, 2022, no customers represented more than 10.0% of total annualized base rent of its properties.

Fair Value Measurements

Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement.

The fair value hierarchy is as follows:

Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including:

● Quoted prices for similar assets/liabilities in active markets;

● Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time);

● Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and

● Inputs that are derived principally from or corroborated by other observable market data.

Level 3—Unobservable inputs that cannot be corroborated by observable market data.

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INVESTMENT IN REAL ESTATE PROPERTIES

12 Months Ended

Dec. 31, 2022

Real Estate [Abstract]

INVESTMENT IN REAL ESTATE PROPERTIES

3. INVESTMENTS IN REAL ESTATE PROPERTIES

As of December 31, 2022 and 2021, our consolidated investments in real estate properties consisted of 243 and 193 industrial buildings, respectively. Additionally, investment in real estate properties includes nine buildings under construction, two buildings in the pre-construction phase as of December 31, 2022 and one building in the pre-construction phase as of December 31, 2021.

	As of December 31,
(in thousands)	2022		2021
Land	$	1,284,003	$	918,000
Building and improvements (1)		5,139,402		3,719,548
Intangible lease assets		479,532		342,538
Construction in progress		285,214		27,075
Investment in real estate properties		7,188,151		5,007,161
Less accumulated depreciation and amortization		(454,273)		(186,269)
Net investment in real estate properties	$	6,733,878	$	4,820,892

(1) Includes site improvements. Depreciable site improvement amounts as of December 31, 2021 been reclassified from land to building and improvements to conform to 2022 presentation. This reclassification had no impact on depreciation amounts.

Acquisitions

During the years ended December 31, 2022 and 2021, we acquired 100% of the following properties, which were determined to be asset acquisitions:

		Number of	Total Purchase
($ in thousands)	Acquisition Date	Buildings	Price (1)
Build-to-Core Logistics Portfolio II (2)(3)	2/15/2022	9	$	359,202
Northlake Logistics Crossing	2/17/2022	—		21,569
Tampa Commerce Center	4/1/2022 & 5/25/2022	—		6,270
Medley 104 Industrial Center	4/18/2022	1		53,670
IDI U.S. Logistics Portfolio	4/28/2022 & 7/6/2022	7		419,970
Chicago Growth Portfolio	5/9/2022	14		182,135
4 Studebaker	5/12/2022	1		33,188
Southeast Orlando Portfolio	5/19/2022	5		138,540
I-465 East Logistics Center	5/26/2022	1		18,923
Industry Corporate Center	6/2/2022	1		52,086
County Line Corporate Park	6/8/2022	—		62,080
Robbinsville Distribution Center	6/10/2022	—		364
Innovation I & II Corporate Center	6/17/2022	2		63,939
IDI 2022 National Portfolio	6/22/2022	6		246,773
I-80 Logistics Park I-II	6/29/2022	1		138,530
Commonwealth Logistics Center	6/30/2022	—		8,927
County Line Corporate Park II (4)	12/28/2022	1		82,478
Total Acquisitions		49	$	1,888,644

		Number of	Total Purchase
($ in thousands)	Acquisition Date	Buildings	Price (1)
2021 Acquisitions:
Gerwig Distribution Center	1/8/2021	1	$	19,274
Harvill Business Center	3/10/2021	1		60,588
Princess Logistics Center	4/12/2021	1		74,075
Rancho Cucamonga Business Center	5/28/2021	1		24,624
Norton Distribution Center	6/1/2021	1		32,413
Build-To-Core Logistics Portfolio (3)	6/15/2021	22		876,731
Benchmark Distribution Center	6/18/2021	1		19,651
Key Logistics Portfolio	7/14/2021	48		916,766
Stonewood Logistics Center	7/16/2021	1		19,343
Heron Industrial Center	7/21/2021	1		25,999
Colony Crossing Logistics Portfolio	8/17/2021	2		21,569
Harvill Industrial Center Land	8/23/2021	—		7,532
Commerce Farms Logistics Center	8/25/2021	1		63,821
North County Commerce Center	8/30/2021	5		147,132
Performance Distribution Center	9/7/2021	1		29,532
Madison Distribution Center	9/17/2021	1		13,002
355 Logistics Center	10/1/2021	2		65,422
1 Stanley Drive	10/6/2021	1		22,239
Gilbert Gateway Commerce Park	10/6/2021	3		88,155
California Business Center	10/21/2021	2		31,070
Molto Portfolio	11/17/2021	6		204,964
Walker Mill Industrial Center	11/18/2021	1		17,205
Greater Boston Portfolio	11/22/2021	2		37,358
McDonald Portfolio	12/16/2021	14		395,754
Valwood Industrial Center	12/17/2021	4		43,132
Riggs Hill Industrial Center	12/17/2021	1		5,659
Port Crossing Logistics Center	12/21/2021	1		31,994
Hainesport Commerce Center	12/21/2021	1		132,810
Beltway Logistics Center	12/22/2021	1		28,053
Clackamas Industrial Center	12/23/2021	1		51,174
Total Acquisitions		128	$	3,507,041

(1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2022 and 2021 acquisitions.

(2) Two land parcels included in the acquisition of the Build-to-Core Logistics Portfolio II.

(3) Refer to “Note 4” for further detail regarding the acquisitions of the Build-To-Core Logistics Portfolio and the Build-To-Core Logistics Portfolio II as a result of the BTC I Partnership Transaction and the BTC II Partnership Transaction (as defined in “Note 4”).

(4) Two properties under construction included in the acquisition of County Line Corporate Park II.

During the years ended December 31, 2022 and 2021, we allocated the purchase price of our acquisitions to land, building and improvements, construction in progress, and intangible lease assets and liabilities as follows:

	For the Year Ended December 31,
(in thousands)	2022			2021
Land	$	366,128	$	577,291
Building and improvements (1)		1,376,360		2,776,519
Intangible lease assets		122,357		210,332
Above-market lease assets		2,507		6,417
Construction in progress		62,059		8,067
Below-market lease liabilities		(40,767)		(71,585)
Total purchase price (2)	$	1,888,644	$	3,507,041

(1) Includes site improvements. Depreciable site improvement amounts as of December 31, 2021 been reclassified from land to building and improvements to conform to 2022 presentation. This reclassification had no impact on depreciation amounts.

(2) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2022 and 2021 acquisitions.

Intangible and above-market lease assets are amortized over the remaining lease term. Below-market lease liabilities are amortized over the remaining lease term, plus any below-market, fixed-rate renewal option periods. The weighted-average amortization periods for the intangible lease assets and liabilities acquired in connection with our acquisitions during the years ended December 31, 2022 and 2021, as of the respective date of each acquisition, were both 4.9 years.

Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities as of December 31, 2022 and 2021 included the following:

	As of December 31, 2022						As of December 31, 2021
			Accumulated						Accumulated
(in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Intangible lease assets (1)	$	466,663	$	(158,757)	$	307,906	$	332,176	$	(74,001)	$	258,175
Above-market lease assets (1)		12,869		(3,872)		8,997		10,362		(1,838)		8,524
Below-market lease liabilities		(129,823)		32,424		(97,399)		(89,056)		12,624		(76,432)

(1) Included in net investment in real estate properties on the consolidated balance sheets.

The following table details the estimated net amortization of such intangible lease assets and liabilities, as of December 31, 2022, for the next five years and thereafter:

	Estimated Net Amortization
	Intangible		Above-Market		Below-Market
(in thousands)	Lease Assets		Lease Assets		Lease Liabilities
Year 1	$	85,449	$	2,066	$	23,541
Year 2		65,473		1,741		19,159
Year 3		49,214		1,551		16,165
Year 4		34,399		1,269		11,902
Year 5		20,532		813		6,418
Thereafter		52,839		1,557		20,214
Total	$	307,906	$	8,997	$	97,399

Future Minimum Rent

Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to us from our customers under the terms of non-cancelable operating leases in effect as of December 31, 2022, excluding rental revenues from the potential renewal or replacement of existing leases, were as follows for the next five years and thereafter:

	As of
(in thousands)	December 31, 2022
Year 1	$	302,379
Year 2		277,661
Year 3		236,649
Year 4		188,981
Year 5		138,921
Thereafter		331,273
Total	$	1,475,864

Rental Revenue Adjustments and Depreciation and Amortization Expense

The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above-and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Increase (Decrease) to Rental Revenue:
Straight-line rent adjustments	$	16,682	$	9,101	$	4,859
Above-market lease amortization		(2,034)		(1,144)		(483)
Below-market lease amortization		19,800		6,762		3,368
Real Estate-Related Depreciation and Amortization:
Depreciation expense	$	181,214	$	70,898	$	25,489
Intangible lease asset amortization		84,756		41,303		20,994

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INVESTMENT IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENT IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS

4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS

On July 15, 2020, we acquired, from a subsidiary of Industrial Property Trust (“IPT”), interests in two joint venture partnerships, the Build-To-Core Industrial Partnership I LP (the “BTC I Partnership”) and the Build-To-Core Industrial Partnership II LP (the “BTC II Partnership” and, together with the BTC I Partnership, the “BTC Partnerships”). The BTC Partnerships were formed with third party investors for purposes of investing in industrial properties located in certain major U.S. distribution markets.

On June 15, 2021, we entered into a transaction with our joint venture partners in the BTC I Partnership, pursuant to which we agreed to split the real property portfolio of the BTC I Partnership in an equitable manner, such that following the split, we and QR Master Holdings USA II LP, each owned a 100% interest in approximately half of the portfolio of the BTC I Partnership (the “BTC I Partnership Transaction”). We have no further interest in the BTC I Partnership as a result of the BTC I Partnership Transaction.

On February 15, 2022, we, along with our joint venture partners in the BTC II Partnership, entered into a transaction to split the majority of the properties in the BTC II Partnership’s portfolio amongst three of the four joint venture partners, with the fourth joint venture partner’s respective interest in such properties having been redeemed for $24.9 million (the “BTC II Partnership Transaction”). We have no further interest in the BTC II Partnership as a result of the BTC II Partnership Transaction.

Concurrently with the BTC II Partnership Transaction, we and our joint venture partners formed a new joint venture partnership (the “BTC II B Partnership”), through which we co-own five properties that were part of the original BTC II Partnership’s portfolio and were not part of the BTC II Partnership Transaction. We own an 8.0% interest in the BTC II B Partnership as general partner and as a limited partner.

We have elected the cost accumulation and allocation model to account for the BTC I Partnership Transaction and the BTC II Partnership Transaction, which allocates the cost of the acquisition at the carrying amount of the previously held interests, along with the incremental consideration paid and transaction costs incurred based on relative fair values.

We have reported our investments in the BTC Partnerships and the BTC II B Partnership under the equity method on our consolidated balance sheets, because with respect to the BTC Partnerships, for the periods prior to the BTC I Partnership Transaction and the BTC II Partnership Transaction, we had the ability to exercise significant influence but did not have control over the partnerships. Similarly, with respect to the BTC II B Partnership, we have the ability to exercise significant influence but do not have control of the partnership.

As of December 31, 2022, we had an 8.0% interest in the BTC II B Partnership, which includes five properties that were either under construction or in the pre-construction phase, with a book value of our investment in the BTC II B Partnership of $19.7 million, which includes $5.3 million of outside basis difference. The outside basis difference originated from the difference between the contributions we made for the minority ownership interest in the joint venture partnership, which was based on fair value, and the book value of our share of the underlying net assets and liabilities of the BTC II B Partnership.

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DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

5. DEBT

Our consolidated indebtedness is currently comprised of borrowings under our line of credit, term loans and mortgage notes. Borrowings under the non-recourse mortgage notes are secured by mortgages or deeds of trust and related assignments and security interests in collateralized and certain cross-collateralized properties, which are generally owned by single purpose entities. A summary of our debt is as follows:

	Weighted-Average Effective
	Interest Rate as of					Balance as of
	December 31,		December 31,			December 31,		December 31,
($ in thousands)	2022		2021		Maturity Date	2022		2021
Line of credit (1)	5.71	%	1.40	%	March 2025	$	90,000	$	—
Term loan (2)	2.87		2.23		March 2027		550,000		415,000
Term loan (3)	3.65		1.66		May 2026		600,000		600,000
Fixed-rate mortgage notes (4)	3.58		2.93		August 2024 - January 2029		996,720		628,890
Floating-rate mortgage notes (5)	3.68		1.74		January 2025 - July 2025		617,250		617,250
Total principal amount / weighted-average (6)	3.55	%	2.14	%		$	2,853,970	$	2,261,140
Less unamortized debt issuance costs							(26,784)		(16,106)
Add unamortized mark-to-market adjustment on assumed debt							427		639
Total debt, net						$	2,827,613	$	2,245,673
Gross book value of properties encumbered by debt						$	2,389,179	$	1,835,561

(1) The effective interest rate is calculated based on either: (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus a 10 basis point adjustment (“Adjusted Term SOFR”) plus a margin ranging from 1.25% to 2.00%; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.0%, each depending on our consolidated leverage ratio. Customary fall-back provisions apply if Term SOFR is unavailable. The line of credit is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments. As of December 31, 2022, total commitments for the line of credit were $1.0 billion, and the unused and available portions under the line of credit were both $910.0 million.

(2) The effective interest rate is calculated based on either (i) Adjusted Term SOFR plus a margin ranging from 1.20% to 1.90%; or (ii) an alternative base rate plus a margin ranging from 0.20% to 0.90%, depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for the term loan. As of December 31, 2022, total commitments for the term loan were $550.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments.

(3) The effective interest rate is calculated based on Term SOFR plus a 11.448 basis point adjustment plus a margin ranging from 1.35% to 2.20%; or (ii) an alternative base rate plus a margin ranging from 0.35% to 1.20%, depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for $525.0 million of borrowings. As of December 31, 2022, total commitments for the term loan were $600.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments.

(4) Interest rates range from 2.85% to 4.71%. The assets and credit of each of our consolidated properties pledged as collateral for our mortgage notes are not available to satisfy our other debt and obligations, unless we first satisfy the mortgage notes payable on the respective underlying properties.

(5) The effective interest rate of the $209.3 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.50%, including the effects of an interest rate cap agreement on $170.0 million of borrowings. The effective interest rate of the $408.0 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.65%, including the effects of an interest rate cap agreements.

(6) The weighted-average remaining term of our consolidated debt was approximately 3.6 years as of December 31, 2022, excluding any extension options on the line of credit and the floating-rate mortgage notes.

For the years ended December 31, 2022, 2021 and 2020, the amount of interest incurred related to our consolidated indebtedness was $82.2 million, $23.5 million and $12.6 million, respectively. See “Note 6” for the amount of interest incurred related to the DST Program (as defined below).

As of December 31, 2022, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows:

(in thousands)	Line of Credit (1)		Term Loans		Mortgage Notes (2)		Total
2023	$	—	$	—	$	—	$	—
2024		—		—		38,000		38,000
2025		90,000		—		985,080		1,075,080
2026		—		600,000		—		600,000
2027		—		550,000		129,750		679,750
Thereafter		—		—		461,140		461,140
Total principal payments	$	90,000	$	1,150,000	$	1,613,970	$	2,853,970

(1) The line of credit matures in March 2025 and the term may be extended pursuant to two one-year extension options, subject to certain conditions.

(2) The $209.3 million mortgage note matures in July 2025 and the term may be extended pursuant to a one-year extension option, subject to certain conditions. The $408.0 million mortgage note matures in January 2025 and the $367.8 million mortgage note matures in July 2025 and the terms of both may be extended pursuant to two one-year extension options, subject to certain conditions.

As of December 31, 2022, we have no indebtedness with initial or extended maturity dates beyond 2023 that has exposure to LIBOR.

Debt Covenants

Our line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. We were in compliance with all covenants as of December 31, 2022.

Derivative Instruments

To manage interest rate risk for certain of our variable-rate debt, we use interest rate derivative instruments as part of our risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. Interest rate caps are not designated as hedges. Certain of our variable-rate borrowings are not hedged, and therefore, to an extent, we have on-going exposure to interest rate movements.

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. As of December 31, 2022, the interest rate cap derivative instruments are not designated as hedges and therefore, changes in fair value are recognized through income. As a result, in periods with high interest rate volatility, we may experience significant fluctuations in our net income (loss).

During the next 12 months, we estimate that approximately $39.0 million will be reclassified as a decrease to interest expense related to active effective hedges of existing floating-rate debt.

The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets as of December 31, 2022 and 2021:

	Number of	Notional		Balance Sheet	Fair
($ in thousands)	Contracts	Amount		Location	Value
As of December 31, 2022
Interest rate swaps	17	$	1,442,830	Derivative instruments	$	70,994
Interest rate caps	2		578,000	Derivative instruments		28,339
Total derivative instruments	19	$	2,020,830		$	99,333
As of December 31, 2021
Interest rate swaps	10	$	575,000	Derivative instruments	$	2,653
Interest rate caps	2		578,000	Derivative instruments		3,164
Total derivative instruments	12	$	1,153,000		$	5,817

The following table presents the effect of our derivative instruments on our consolidated financial statements:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Derivative Instruments Designated as Cash Flow Hedges
Gain (loss) recognized in AOCI	$	73,592	$	8,298	$	(14,140)
Amount reclassified from AOCI (out of) into interest expense		(5,251)		4,164		2,141
Total interest expense presented in the consolidated statements of operations in which the effects of the cash flow hedges are recorded		150,824		30,463		13,012
Derivative Instruments Not Designated as Cash Flow Hedges
Gain (loss) recognized in other (income) expenses	$	28,628	$	(177)	$	—

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DST PROGRAM

12 Months Ended

Dec. 31, 2022

Delaware Statutory Trust Program [Abstract]

DST PROGRAM

6. DST PROGRAM

We have a program to raise capital through private placement offerings by selling beneficial interests (the “DST Interests”) in specific Delaware statutory trusts holding real properties (the “DST Program”). Under the DST Program, each private placement offers interests in one or more real properties placed into one or more Delaware statutory trust(s) by the Operating Partnership or its affiliates (“DST Properties”). DST Properties may be sourced from properties currently indirectly owned by the Operating Partnership or newly acquired properties. The underlying interests of real properties sold to investors pursuant to such private placements are leased-back by an indirect wholly owned subsidiary of the Operating Partnership on a long-term basis. These master lease agreements are fully guaranteed by the Operating Partnership. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trusts from the investors at a later time in exchange for OP Units.

Under the master lease, we are responsible for subleasing the property to occupying customers and all underlying costs associated with operating the property, and is responsible for paying rent to the Delaware statutory trust that owns such property. As such, for financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payment obligations taking the place of the cost of equity and debt capital. Accordingly, for financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line item on the consolidated statements of operations. Consistent with the foregoing, rental payments made to the Delaware statutory trusts pursuant to the master lease agreements are accounted for using the interest method whereby a portion is accounted for as interest expense

and a portion is accounted for as an accretion or amortization of the outstanding principal balance of the financing obligations. The net amount we receive from the underlying properties subject to the master lease may be more or less than the amount we pay to the investors of the DST Program and could fluctuate over time.

Consistent with the financial reporting position described herein, the proceeds from each private placement under the DST Program are accounted for as a financing obligation on the consolidated balance sheets due to the fact that we have an option (which may or may not be exercised) to purchase the interests in the Delaware statutory trusts and thereby acquire the real property owned by the Delaware statutory trusts. Consistent with the financial reporting position described herein, upfront costs incurred for services provided by the Advisor and its affiliates related to the DST Program are accounted for as deferred financing costs and are netted against the financing obligation.

In order to facilitate additional capital raise through the DST Program, we have made and may continue to offer loans (“DST Program Loans”) to finance a portion of the sale of DST Interests in the trusts holding DST Properties to potential investors. As of December 31, 2022 and 2021, there were approximately $152.4 million and $68.8 million, respectively, of outstanding DST Program Loans that we have made to partially finance the sale of DST Interests. We include our investments in DST Program Loans separately on our balance sheets in the DST Program Loans line item and we include income earned from DST Program Loans in other income and expenses on our consolidated statements of operations.

The following table presents our DST Program activity for the years ended December 31, 2022, 2021, and 2020:

		For the Year Ended December 31,
(in thousands)		2022		2021		2020 (1)
DST Interests sold	$	768,639	$	492,168	$	—
DST Interests financed by DST Program Loans (2)		83,630		68,772		—
Income earned from DST Program Loans (3)		4,811		861		—
Financing obligation liability appreciation (4)		26,568		—		—
Rent obligation incurred under master lease agreements (4)		41,702		6,039		—

(1) The DST Program was not in place during the year ended December 31, 2020.

(2) DST Program Loans are presented net of repayments.

(3) Included in other income and expenses on consolidated statements of operations.

(4) Included in interest expense on consolidated statements of operations.

Refer to “Note 11” for detail relating to the fees paid to the Advisor, the Dealer Manager and their affiliates for raising capital through the DST Program.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize upon disposition of our financial instruments.

Fair Value Measurements on a Recurring Basis

The following table presents our financial instruments measured at fair value on a recurring basis as of December 31, 2022 and 2021:

							Total
(in thousands)	Level 1		Level 2		Level 3		Fair Value
As of December 31, 2022
Assets
Interest rate swaps	$	—	$	70,994	$	—	$	70,994
Interest rate caps		—		28,339		—		28,339
Available-for-sale debt securities		—		60,033		—		60,033
Total assets measured at fair value	$	—	$	159,366	$	—	$	159,366
As of December 31, 2021
Assets
Interest rate swaps	$	—	$	2,653	$	—	$	2,653
Interest rate caps				3,164				3,164
Total assets measured at fair value	$	—	$	5,817	$	—	$	5,817

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Instruments. The derivative instruments are interest rate swaps and interest rate caps whose fair value is estimated using market-standard valuation models. Such models involve using market-based observable inputs, including interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to the derivative instruments being unique and not actively traded, the fair value is classified as Level 2. See “Note 5” above for further discussion of our derivative instruments.

Available-for-Sale Debt Securities. The available-for-sale debt securities are debt securities collateralized by mortgages on commercial real estate properties whose fair value is estimated using third-party broker quotes, which provide valuation estimates based upon contractual cash flows, observable inputs comprising credit spreads and market liquidity. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to the available-for-sale debt securities being unique and not actively traded, the fair value is classified as Level 2.

Nonrecurring Fair Value Measurements

As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, due from/to affiliates, accounts payable and accrued liabilities, and distributions payable approximate their carrying values due to the short-term nature of these instruments. The table below includes fair values for certain of our financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows:

	As of December 31, 2022				As of December 31, 2021
	Carrying		Fair		Carrying		Fair
(in thousands)	Value (1)		Value		Value (1)		Value
Assets:
DST Program Loans	$	152,402	$	146,728	$	68,772	$	68,772
Liabilities:
Term loans		1,150,000		1,150,000		1,015,000		1,015,000
Mortgage notes		1,613,970		1,521,046		1,246,140		1,247,307

(1) The carrying value reflects the principal amount outstanding.

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STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

STOCKHOLDERS' EQUITY

8. STOCKHOLDERS’ EQUITY

Public Offering

We intend to conduct a continuous public offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On August 4, 2021, the SEC declared our registration statement on Form S-11 with respect to our third public offering of up to $5.0 billion of shares of our common stock effective, and the third public offering commenced the same day. Under the third public offering, we are offering up to $3.75 billion of shares of our common stock in the primary offering and up to $1.25 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class D shares and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan.

The Class T shares, Class D shares, and Class I shares, all of which are collectively referred to herein as shares of common stock, have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis. The per share amount of distributions paid on Class T shares and Class D shares will be lower than the per share amount of distributions paid on Class I shares because of the distribution fees payable with respect to Class T shares and Class D shares sold in the primary offering.

Pursuant to our public offering, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share.

During the year ended December 31, 2022, we raised gross proceeds of approximately $1.0 billion from the sale of approximately 71.3 million shares of our common stock in our ongoing public offering, including proceeds from our distribution reinvestment plan of approximately $76.4 million.

Common Stock

The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below:

	Class T	Class D	Class I	Total
(in thousands)	Shares	Shares	Shares (1)	Shares
Balance as of December 31, 2019	45,240	2,736	1,299	49,275
Issuance of common stock:
Primary shares	83,136	5,032	1,451	89,619
DRIP	2,622	155	64	2,841
Stock grants	—	—	229	229
Redemptions	(433)	(57)	(3)	(493)
Balance as of December 31, 2020	130,565	7,866	3,040	141,471
Issuance of common stock:
Primary shares	73,534	5,614	33,790	112,938
DRIP	4,234	283	387	4,904
Stock grants, net of cancellations	—	—	233	233
Redemptions	(2,204)	(114)	(32)	(2,350)
Forfeitures	—	—	(27)	(27)
Balance as of December 31, 2021	206,129	13,649	37,391	257,169
Issuance of common stock:
Primary shares	40,034	7,308	18,636	65,978
DRIP	4,002	355	981	5,338
Stock grants, net of cancellations	—	—	193	193
Redemptions	(9,120)	(735)	(4,254)	(14,109)
Conversions	(13,780)	—	13,780	—
Forfeitures	—	—	(25)	(25)
Balance as of December 31, 2022	227,265	20,577	66,702	314,544

(1) Includes 20,000 Class I shares sold to the Advisor in November 2014. See “Note 11” for additional information.

Distributions. The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for each of the quarters ended below:

	Amount
			Common Stock
	Declared per		Distributions		Other Cash		Reinvested		Distribution		Gross
(in thousands, except per share data)	Common Share (1)		Paid in Cash		Distributions (2)		in Shares		Fees (3)		Distributions (4)
2022
December 31	$	0.13625	$	14,969	$	618	$	20,516	$	7,363	$	43,466
September 30		0.13625		14,593		618		19,942		7,304		42,457
June 30		0.13625		13,674		618		18,953		6,852		40,097
March 31		0.13625		13,043		639		18,158		5,656		37,496
Total	$	0.54500	$	56,279	$	2,493	$	77,569	$	27,175	$	163,516
2021
December 31	$	0.13625	$	12,429	$	179	$	16,900	$	5,146	$	34,654
September 30		0.13625		11,020		178		15,219		4,263		30,680
June 30		0.13625		8,552		179		12,295		3,373		24,399
March 31		0.13625		6,721		179		10,310		3,240		20,450
Total	$	0.54500	$	38,722	$	715	$	54,724	$	16,022	$	110,183
2020
December 31	$	0.13625	$	6,159	$	50	$	9,315	$	3,230	$	18,754
September 30		0.13625		5,601		49		8,451		2,952		17,053
June 30		0.13625		5,194		49		7,812		2,710		15,765
March 31		0.13625		3,339		49		5,077		1,742		10,207
	$	0.54500	$	20,293	$	197	$	30,655	$	10,634	$	61,779

(1) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class T share, per Class D share, and per Class I share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class D shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class D shares.

(2) Consists of distributions paid to holders of OP Units for redeemable noncontrolling interests.

(3) Distribution fees are paid monthly to Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to Class T shares and Class D shares issued in the primary portion of our public offerings only. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. Refer to “Note 11” for further detail regarding distribution fees.

(4) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class D shares issued in the primary portion of our public offerings.

Redemptions

Below is a summary of redemptions and repurchases pursuant to our share redemption program for the years ended December 31, 2022, 2021 and 2020. All eligible redemption requests were fulfilled for the periods presented. Our board of directors may modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Number of eligible shares redeemed		14,109		2,350		493
Aggregate dollar amount of shares redeemed	$	213,444	$	25,109	$	4,867
Average redemption price per share	$	15.13	$	10.68	$	9.87

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REDEEMABLE NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2022

Redeemable Noncontrolling Interest [Abstract]

REDEEMABLE NONCONTROLLING INTERESTS

9. REDEEMABLE NONCONTROLLING INTERESTS

The Operating Partnership’s net income and loss will generally be allocated to the general partner and the limited partners in accordance with the respective percentage interest in the OP Units issued by the Operating Partnership.

The Operating Partnership issued OP Units to the Advisor and Former Sponsor as payment of the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the Advisory Agreement. The Former Sponsor subsequently transferred these OP Units to its members or their affiliates. We have classified these OP Units as redeemable noncontrolling interests in mezzanine equity on the consolidated balance sheets. The redeemable noncontrolling interests are recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period.

The following table summarizes the redeemable noncontrolling interests activity for the years ended December 31, 2022 and 2021:

	For the Year Ended December 31,
($ in thousands)	2022		2021
Balance at beginning of the year	$	15,687	$	3,648
Settlement of prior year performance participation allocation (1)		81,185		9,640
Distributions to redeemable noncontrolling interests		(2,493)		(715)
Redemptions of redeemable noncontrolling interests (2)		(40,915)		—
Net loss attributable to redeemable noncontrolling interests		(4,874)		(498)
Change from cash flow hedging activities and available-for-sale securities attributable to redeemable noncontrolling interests		1,043		81
Redemption value allocation adjustment to redeemable noncontrolling interests (3)		19,920		3,531
Ending balance	$	69,553	$	15,687

(1) The 2021 performance participation allocation in the amount of $81.2 million became payable on December 31, 2021, and was issued as 6,494,463 Class I OP Units in January 2022 to the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”), AIREIT Incentive Fee LP (the “Special Unit Holder”). At the direction of the Advisor, and in light of our Former Sponsor having been the holder of the Special Units, for the first six months of 2021, the Special Unit Holder designated 3,221,460 of these Class I OP Units to entities affiliated with our Former Sponsor. The Special Unit Holder transferred 3,273,003 Class I OP Units to the Advisor thereafter. The 2020 performance participation allocation in the amount of $9.6 million became payable to the Former Sponsor, as the former holder of the Special Units, on December 31, 2020. At the Former Advisor’s election, it was paid in the form of Class I OP Units valued at $9.6 million (based on the NAV per unit as of December 31, 2020), which were issued to the Former Sponsor in January 2021 and subsequently transferred to its members or their affiliates.

(2) At the request of the Advisor, the Operating Partnership redeemed all Class I OP Units issued to the Advisor in January 2022 for $40.9 million.

(3) Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value at the end of the measurement period.

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INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

10. INCOME TAXES

Distributions

Distributions to stockholders are characterized for U.S. federal income tax purposes as: (i) ordinary income; (ii) non-taxable return of capital; or (iii) long-term capital gain. Distributions that exceed our current and accumulated tax earnings and profits constitute a return of capital and reduce the stockholders’ basis in the common shares. To the extent that a distribution exceeds both current and accumulated earnings and profits and the stockholders’ basis in the common shares, the distributions will generally be treated as a gain from the sale or exchange of such stockholders’ common shares. For taxable years beginning before January 1, 2026, all distributions (other than distributions designated as capital gain distributions and distributions traceable to distributions from a taxable REIT subsidiary) which are received by a pass-through entity or an individual, are eligible for a 20% deduction from gross income. At the beginning of each year, we

notify our stockholders of the taxability of the distributions paid during the preceding year. The unaudited preliminary taxability of our 2022, 2021 and 2020 distributions were:

	For the Year Ended December 31,
(unaudited)	2022		2021		2020
Ordinary income	—	%	11.6	%	7.1	%
Non-taxable return of capital	100.0		34.8		92.9
Long-term capital gain	—		53.6		—
Total distribution	100.0	%	100.0	%	100.0	%

The decrease in taxable income for the year ended December 31, 2022, compared to the same period of the previous year, is primarily due to (i) the increase in the incentive-based performance participation allocation to $140.5 million for the year ended December 31, 2022, as compared to $81.2 million for the same period of the previous year and (ii) our Advisor’s election to settle 55.4% of the 2022 performance participation allocation in cash instead of OP Units, which is deductible as an ordinary business deduction, as compared to the 2021 performance participation allocation, which the Advisor elected to settle entirely in OP Units, which is not deductible for tax purposes.

We have concluded that there was no impact related to uncertain tax positions from our results of operations for the years ended December 31, 2022, 2021 and 2020. The U.S. is the major tax jurisdiction for us and the earliest tax year subject to examination by the taxing authority is 2019.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

11. RELATED PARTY TRANSACTIONS

We rely on the Advisor, a related party, to manage our day-to-day operating and acquisition activities and to implement our investment strategy pursuant to the terms of the Advisory Agreement. The current term of the Advisory Agreement ends April 30, 2023, subject to renewals by our board of directors for an unlimited number of successive one-year periods. The Dealer Manager provides dealer manager services in connection with the third public offering pursuant to the terms of the dealer manager agreement, dated as of February 11, 2022 (the “Dealer Manager Agreement”), by and among us, the Advisor and the Dealer Manager. On July 1, 2021, Ares closed on the acquisition of Black Creek Group’s U.S. real estate investment advisory and distribution business, including our Former Advisor (the “Transaction”). On the same date, our Former Advisor assigned the then-current advisory agreement to our New Advisor. Ares did not acquire the Former Sponsor, and we now consider Ares real estate group to be our sponsor. Prior to the Transaction, the Former Sponsor, which owned the Former Advisor, was directly or indirectly majority owned by the estate of John A. Blumberg, James R. Mulvihill and Evan H. Zucker and/or their affiliates and the Former Sponsor and the Former Advisor were jointly controlled by the estate of Mr. Blumberg, Messrs Mulvihill and Zucker and/or their respective affiliates. The Advisor, the Sponsor and the Dealer Manager receive compensation in the form of fees and expense reimbursements for services relating to the public offerings and for the investment and management of our assets. The following is a description of the fees and expense reimbursements payable to the Advisor, the Sponsor, and the Dealer Manager. This summary does not purport to be a complete summary of the Advisory Agreement, the Dealer Manager Agreement, and the tenth amended and restated limited partnership agreement of the Operating Partnership.

Selling Commissions, Dealer Manager Fees and Distribution Fees. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees with respect to Class T shares sold in the primary offering. The upfront selling commissions and dealer manager fees are calculated as a percentage of the offering price at the time of purchase of such shares. All or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed to, participating broker dealers. In addition, the Dealer Manager is entitled to receive ongoing distribution fees based on the NAV of Class T shares and Class D shares sold in the primary portion of the offerings. The distribution fees will be payable monthly in arrears and will be paid on a continuous basis from year to year. The Dealer Manager will reallow the distribution fees to participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class D shares. The following table details the selling commissions, dealer manager fees and distribution fees applicable for each share class. With respect to Class T shares, the distribution fees were payable at a rate of 1.0% of NAV per annum for periods prior to March 1, 2021. With respect to Class D shares, the distribution fees are payable at a rate of 0.25% of NAV per annum for periods after December 31, 2021.

	Class T		Class D		Class I
Selling commissions (as % of offering price)	up to 2.0	%	—	%	—	%
Dealer manager fees (as % of offering price)	up to 2.5	%	—	%	—	%
Distribution fees (as % of NAV per annum)	0.85	%	0.50	%	—	%

We will cease paying the distribution fees with respect to individual Class T shares and Class D shares when they are no longer outstanding, including as a result of a conversion to Class I shares. Each Class T share or Class D share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate on the earliest of: (i) a listing of any shares of our common stock on a national securities exchange; (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets; and (iii) the end of the month in which the Dealer Manager, in conjunction with our transfer agent, determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through the distribution reinvestment plan or received as stock dividends) equals or exceeds 8.5% of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in the primary portion of the offerings.

Advisory Fee. The advisory fee consists of a fixed component and a performance participation allocation. The fixed component of the advisory fee includes a fee that will be paid monthly to the Advisor for asset management services provided to us in an amount equal to 1/12^th of 1.25% of (a) the applicable monthly NAV per Fund Interest times the weighted-average number of Fund Interests for such month and (b) the consideration received by us or our affiliates for selling interests in properties under the DST Program. Prior to February 16, 2021, the fixed component of the advisory fee was accrued in the amount of 1/12^th of 0.80% of the aggregate cost of each real property asset within our portfolio. “Fund Interests” means the outstanding shares of our common stock and any OP Units held by third parties.

The performance participation allocation, which will be paid to the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”), is a performance-based amount in the form of an allocation and distribution. This amount will be paid to the holder of the Special Units, so long as the Advisory Agreement has not been terminated, as a performance participation interest with respect to the Special Units or, at the election of the Advisor, all or a portion of this amount will be paid instead to the Special Unit Holder in the form of a cash fee, as described in the Advisory Agreement.

The performance participation allocation is calculated as the lesser of: (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward; and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5.0% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted average Fund Interests outstanding during the year. In no event will the performance participation allocation be less than zero. Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the performance participation allocation will be equal to 100.0% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward.

The “annual total return amount” referred to above means all distributions paid or accrued per Fund Interest plus any change in NAV per Fund Interest since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance participation allocation as well as ongoing distribution fees (i.e., our ongoing class-specific fees). If the performance participation allocation is being calculated with respect to a year in which we complete a liquidity event, for purposes of determining the annual total return amount, the change in NAV per Fund Interest will be deemed to equal the difference between the NAV per Fund Interest as of the end of the prior calendar year and the value per Fund Interest determined in connection with such liquidity event, as described in the Advisory Agreement. The “loss carryforward” referred to above tracks any negative annual total return amounts from prior years and offsets the positive annual total return amount for purposes of the calculation of the performance participation allocation. The loss carryforward was zero as of December 31, 2022.

Organization and Offering Expenses. The Advisor agreed to advance all of our organization and offering expenses on our behalf, excluding upfront selling commissions, dealer manager fees and distribution fees, through December 31, 2019. We agreed to reimburse the Advisor for all such advanced expenses ratably over the 60 months following December 31, 2019 and reimbursed in full in January 2021, as described below. Beginning January 1, 2020, we either pay organization and offering expenses directly or reimburse the Advisor and the Dealer Manager for any organization and offering expenses that it pays on our behalf as and when incurred. Our total cumulative organization and offering expenses may not exceed 15.0% of the gross proceeds from the primary portion of the applicable offering. As such, we would not consider organization and offering expenses above that amount to be payable, but such amounts may become payable in the future. There were no organization and offering expenses owed to the Advisor by us as of December 31, 2022 and 2021. As of December 31, 2022, our cumulative organization and offering expenses had not exceeded 15.0% of the gross proceeds from the primary portion of the offerings.

Development Fees. Pursuant to the Advisory Agreement, we have agreed to pay the Advisor a development fee in connection with providing services related to the development, construction, improvement or stabilization, including tenant improvements, of development properties or overseeing the provision of these services by third parties on behalf of us. The fee will be an amount that will be equal to 4.0% of total project cost of the development property (or our proportional interest therein with respect to real property held in joint ventures or other entities that are co-owned). If the Advisor engages a third party to provide development services, the third party will be compensated directly by us, and the Advisor will receive the development fee if it provides development oversight services.

Fees from Other Services. We may retain certain of the Advisor’s affiliates, from time to time, for services relating to our investments or our operations, which may include property management services, leasing services, corporate services, statutory services, transaction support services, construction and development management, and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance, treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters. Any fees paid to the Advisor’s affiliates for any such services will not reduce the advisory fees. Any such arrangements will be at market rates or reimbursement of costs.

Acquisition Expense Reimbursements. Pursuant to the Advisory Agreement, subject to certain limitations, we agreed to reimburse the Advisor for all acquisition expenses incurred on our behalf in connection with the selection, acquisition, development or origination of our investments, whether or not such investments are acquired. As these expense reimbursements were not directly attributable to a specified property, they were expensed as incurred on the consolidated statements of operations.

Property-Level Accounting Services. Pursuant to the Advisory Agreement, we have agreed to pay the Advisor a property accounting fee in connection with providing services related to accounting for real property operations, including the maintenance of the real property’s books and records in accordance with GAAP and our policies, procedures, and internal controls, in a timely manner, and the processing of real property-related cash receipts and disbursements. The property accounting fee is equal to the difference between: (i) the property management fee charged with respect to each real property, which reflects the market rate for all real property management services, including property-level accounting services, based on rates charged for similar properties within the region or market in which the real property is located, and (ii) the amount paid to third-party property management firms for property management services, which fee is based on an arm’s length negotiation with a third party property management service provider (the difference between (i) and (ii), the “property accounting fee”).

DST Program

DST Program Dealer Manager Fees. In connection with the DST Program, as described in “Note 6,” Ares Industrial Real Estate Exchange LLC (“AIREX”), a wholly-owned subsidiary of our taxable REIT subsidiary that is wholly-owned by the Operating Partnership, entered into a dealer manager agreement with the Dealer Manager, pursuant to which the Dealer Manager agreed to conduct the private placements for interests reflecting an indirect ownership of up to $1.5 billion of interests. The Advisor, Dealer Manager and certain of their affiliates receive fees and reimbursements in connection with their roles in the DST Program, which costs are substantially funded by the private investors in that program, through one or more purchase price “mark ups” of the initial estimated fair value of the DST Properties to be sold to investors, fees paid by the investors at the time of investment, or deductions from distributions paid to such investors.

AIREX will pay certain up-front fees and reimburse certain related expenses to the Dealer Manager with respect to capital raised through the DST Program. AIREX is obligated to pay the Dealer Manager a dealer manager fee of up to 1.5% of gross equity proceeds raised and a commission of up to 5.0% of gross equity proceeds raised through the private placements. In addition, with respect to certain classes of interests (or the corresponding classes of OP Units or shares for which they may be exchanged in certain circumstances) we, the Operating Partnership or AIREX will pay the Dealer Manager ongoing fees in amounts up to 1.0% of the equity investment or net asset value thereof per year. The Dealer Manager may re-allow such commissions, ongoing fees and a portion of such dealer manager fees to participating broker dealers. In addition, pursuant to the dealer manager agreement for the DST Program, we, or our subsidiaries, are obligated to reimburse the Dealer Manager for (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the private placements; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, or educational conferences sponsored by AIREX; (c) customary promotional items; and (d) legal fees of the Dealer Manager.

Pursuant to the Advisory Agreement and Operating Partnership Agreement, DST Properties are included when calculating the fixed advisory fee and the performance participation allocation due to the Advisor. Furthermore, because the Advisor funds certain Dealer Manager personnel costs that are not reimbursed under the DST Program dealer manager agreement, we have also agreed to pay the Advisor a fee equal to the fee paid by DST Program investors for these costs, which is up to 1.5% of the total equity amount paid for the interests.

DST Manager Fees. AIREX Manager LLC (the “DST Manager”), a wholly owned subsidiary of the Operating Partnership, acts, directly or through a wholly-owned subsidiary, as the manager of each Delaware statutory trust holding a DST Property, but has assigned all of its rights and obligations as manager (including fees and reimbursements received) to AIREX Advisor LLC (“DST Advisor”), an affiliate of the Advisor. While the intention is to sell 100% of the interests to third parties, AIREX may hold an interest for a period of time and therefore could be subject to the following description of fees and reimbursements paid to the DST Manager. The DST Manager will have primary responsibility for performing administrative actions in connection with the trust and any DST Property and has the sole power to determine when it is appropriate for a trust to sell a DST Property. For its services, DST Advisor will receive, through the DST Manager, (i) a management fee equal to a stated percentage (e.g., 1.0%) of the gross rents payable to the trust, with such amount to be set on a deal-by-deal basis, (ii) a loan fee of up to 1.0% for any financing provided by us in connection with the DST Program (in which case a subsidiary of ours would provide the debt financing and earn interest thereon, as discussed further below), (iii) reimbursement of certain expenses associated with the establishment, maintenance and operation of the trust and DST Properties and the sale of any DST Property to a third party, and (iv) up to 1.0% of the gross equity proceeds as compensation for the development and design of the DST Program and ongoing oversight of the offering and the DST Program. Furthermore, to the extent that the Operating Partnership exercises its fair market value purchase option to acquire the interests from the investors at a later time in exchange for OP Units, and such investors subsequently submit such OP Units for redemption pursuant to the terms of the Operating Partnership, a redemption fee of up to 1.0% of the amount otherwise payable to a limited partner upon redemption will be paid to DST Manager subject to the terms of the applicable DST Program offering documents.

In connection with the DST Program, AIREX maintains a loan program and may, upon request, provide DST Program Loans to certain purchasers of the interests in the DST Interests to finance a portion of the purchase price payable upon their acquisition of such DST Interests (the “Purchase Price”). The DST Program Loans are made by a subsidiary of ours (the “DST Lender”). The DST Program Loans may differ in original principal amounts. The original principal amount of the DST Program Loans expressed as a percentage of the total Purchase Price for the applicable DST Interests may also vary, but no DST Program Loan to any purchaser will exceed 50% of the Purchase Price paid by such purchaser for its DST Interest in the Trust, excluding the amount of the Origination Fee, as hereinafter defined. Each purchaser that elects to obtain a DST Program Loan, will pay an origination fee to the DST Manager equal to up to 1.0% of the original principal amount of its DST Program Loan (the “Origination Fee”) upon origination of such DST Program Loan, which Origination Fee will be assigned by the DST Manager to an affiliate of the Advisor. The purchaser will be required to represent, among other things, that no portion of the Purchase Price for its DST Interest and no fee paid in connection with the acquisition of its DST Interest (including, without limitation, the Origination Fee) has been or will be funded with any nonrecourse indebtedness other than the DST Program Loan.

The table below summarizes the fees and expenses incurred by us for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with our public offerings, and any related amounts payable:

	For the Year Ended December 31,						Payable as of
(in thousands)	2022		2021		2020		December 31, 2022		December 31, 2021
Selling commissions and dealer manager fees (1)	$	22,815	$	15,046	$	39,190	$	—	$	—
Ongoing distribution fees (1)(2)		27,175		16,022		10,634		2,459		1,779
Advisory fee—fixed component		67,561		28,558		9,653		6,371		3,864
Performance participation allocation (3)		140,505		81,185		9,640		140,505		81,185
Other expense reimbursements (4)(5)		12,452		11,434		9,928		2,624		707
Property accounting fee (6)		2,803		1,262		603		269		166
DST Program selling commissions, dealer manager fees and distribution fees (1)		8,584		3,527		—		672		190
Other DST Program related costs (5)		9,974		5,925		—		145		61
Development fees (7)		8,460		937		24		471		78
Total	$	300,329	$	163,896	$	79,672	$	153,516	$	88,030

(1) All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.

(2) The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable were approximately $92.1 million and $85.4 million as of December 31, 2022 and 2021, respectively.

(3) The 2022 performance participation allocation in the amount of $140.5 million became payable on December 31, 2022, and the Advisor elected to settle the amounts owed partially in cash in the amount of $77.8 million and the remainder in 4.1 million OP Units.

(4) Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the Advisory Agreement, including, but not limited to, certain expenses described below after footnote 7, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.

(5) Includes costs reimbursed to the Advisor related to the DST Program.

(6) The cost of the property management fee, including the property accounting fee, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain limited circumstances, we may pay for a portion of the property management fee, including the property accounting fee, without reimbursement from the tenant or tenants at a real property.

(7) Development fees are included in the total development project costs of the respective properties and are capitalized in construction in progress, which is included in net investment in real estate properties on our consolidated balance sheets. Amounts also include our proportionate share of development acquisition fees relating to the BTC Partnerships, which are included in investment in unconsolidated joint venture partnership(s) on our consolidated balance sheets.

Certain of the expense reimbursements described in the table above include a portion of the compensation expenses of officers, including a portion of compensation (whether paid in cash, stock, or other forms), benefits and other overhead costs of certain of our named executive officers, as well as employees of the Advisor or its affiliates related to activities for which the Advisor did not otherwise receive a separate fee. We incurred approximately $11.4 million, $10.1 million and $8.3 million for the years ended December 31, 2022, 2021 and 2020 respectively, for such compensation expenses reimbursable to the Advisor.

Transactions with Affiliates

The Operating Partnership issued 100 Special Units to the Former Sponsor for consideration of $1,000. The Special Units are classified as noncontrolling interests. On July 1, 2021, the 100 Special Units were assigned to the Advisor and in December 2021, the Advisor assigned the 100 Special Units to its subsidiary, the Special Unit Holder.

Joint Venture Partnerships

From the beginning of the first quarter of 2022 until the completion of the BTC II Partnership Transaction, the BTC II Partnership incurred approximately $1.8 million in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to the respective service agreements. For the year ended December 31, 2021, the BTC Partnerships incurred in aggregate approximately $10.1 million in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to their respective service agreements. We had amounts due to the BTC II Partnership of approximately $0.2 million as of December 31, 2021, which were recorded in other liabilities on the consolidated balance sheets.

From the completion of the BTC II Partnership Transaction until December 31, 2022, the BTC II B Partnership incurred approximately $1.1 million in acquisition and asset management fees, and fees related to development, which were paid to affiliates of the Advisor pursuant to the respective service agreements.

Expense Support Agreement

On January 1, 2019, we, the Advisor and the Operating Partnership entered into the Second Amended and Restated Expense Support Agreement (the “Expense Support Agreement”). The Expense Support Agreement amended and restated the agreement that had been entered into by us, the Operating Partnership and the Advisor in October 2016, which was subsequently amended and restated as of July 1, 2017. Pursuant to the Expense Support Agreement, the Advisor agreed to defer certain fees and fund certain of our expenses, subject to the terms of the agreement. The Expense Support Agreement was not renewed after the expiration of its effective term on December 31, 2021 and we do not expect to receive any additional expense support from the Advisor in the future.

The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the Expense Support Agreement. The Expense Support Agreement was not renewed after the expiration of its effective term on December 31, 2020. The total aggregate amount paid by the Advisor pursuant to the Expense Support Agreement was $27.1 million, and as of December 31, 2020, all reimbursable amounts had been paid in their entirety, and no amounts remain to be reimbursed to the Advisor.

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Fees deferred	$	—	$	—	$	3,896
Other expenses supported		—		—		9,609
Total expense support from Advisor	$	—	$	—	$	13,505
Reimbursement of previously deferred fees and other expenses supported		—		—		(13,505)
Total expense support from Advisor, net (1)	$	—	$	—	$	—

(1) As of December 31, 2022, 2021 and 2020, no amounts related to expense support were payable to or receivable from the Advisor.

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NET INCOME (LOSS) PER COMMON SHARE

12 Months Ended

Dec. 31, 2022

NET INCOME (LOSS) PER COMMON SHARE

NET INCOME (LOSS) PER COMMON SHARE

12. NET INCOME (LOSS) PER COMMON SHARE

The computation of our basic and diluted net income (loss) per share attributable to common stockholders is as follows:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Net loss attributable to common stockholders—basic	$	(308,079)	$	(75,349)	$	(30,097)
Net loss attributable to redeemable noncontrolling interests		(4,874)		(498)		(83)
Net loss attributable to noncontrolling interests		38		20		5
Net loss attributable to common stockholders—diluted	$	(312,915)	$	(75,827)	$	(30,175)
Weighted-average shares outstanding—basic		295,683		201,169		113,145
Incremental weighted-average shares outstanding—diluted		4,533		1,311		361
Weighted-average shares outstanding—diluted		300,216		202,480		113,506
Net loss per share attributable to common stockholders:
Basic	$	(1.04)	$	(0.37)	$	(0.27)
Diluted	$	(1.04)	$	(0.37)	$	(0.27)

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SUPPLEMENTAL CASH FLOW INFORMATION

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

13. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Interest paid related to consolidated indebtedness, net of capitalized interest	$	70,667	$	21,772	$	12,180
Interest paid related to DST Program		32,157		1,757		—
Distributions payable		14,499		11,747		6,450
Distributions reinvested in common stock		76,434		52,223		28,590
Net increase in DST Program Loans receivable through DST Program capital raising		83,630		68,772		—
Redeemable noncontrolling interests issued as settlement of performance participation allocation		81,185		9,640		2,913
Non-cash redemption of minority ownership interest in unconsolidated joint venture partnership		91,028		279,340		—
Change in accrued future ongoing distribution fees		6,726		40,458		28,493
Change in accrued capital expenditures		58,902		2,433		2,242
Non-cash selling commissions and dealer manager fees		22,815		15,046		39,190

Restricted Cash

Restricted cash consists of lender and property-related escrow accounts, as well as utility deposits. The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the consolidated statements of cash flows:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Beginning of period:
Cash and cash equivalents	$	216,848	$	232,369	$	51,178
Restricted cash		887		530		—
Cash, cash equivalents and restricted cash	$	217,735	$	232,899	$	51,178
End of period:
Cash and cash equivalents	$	79,524	$	216,848	$	232,369
Restricted cash		499		887		530
Cash, cash equivalents and restricted cash	$	80,023	$	217,735	$	232,899

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NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

NONCONTROLLING INTERESTS

14. NONCONTROLLING INTERESTS

Special Units

In November 2014, the Operating Partnership issued 100 Special Units to the parent of the Former Advisor for consideration of $1,000. On July 1, 2021, the 100 Special Units were assigned to the Advisor. In December 2021, the Special Units were assigned by the Advisor to the Special Unit Holder. The holder of the Special Units does not participate in the profits and losses of the Operating Partnership. The holder of the Special Units will be paid a performance participation allocation. Refer to “Note 11” for details regarding the performance participation allocation and Class I OP Units issued as payment for the performance participation allocation. This amount will be paid to the Special Unit Holder, so long as the Advisory Agreement has not been terminated, as a performance participation interest with respect to the Special Units or, at the election of the Advisor, will be paid instead to the Advisor in the form of a cash fee, as described in the Advisory Agreement. The limited partner interests not owned by us are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity.

Subsidiary REITs

As of December 31, 2022, we indirectly own and control the managing member of three subsidiary REITs. Noncontrolling interests represent the portion of equity in the subsidiary REIT that we do not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheet as of December 31, 2022 as noncontrolling interests within permanent equity. Such noncontrolling interests were issued by the Subsidiary REITS in the form of preferred shares, which are non-voting and have no rights to income or loss. The preferred shares are redeemable by the respective subsidiary REIT at our discretion, through our ownership and control of the managing member. The following table includes details for each Subsidiary REIT:

					Annual		Dividend Payable as of December 31,
Subsidiary REIT Acquisition	Date Acquired	Number of Shares		Par Value	Preferred Dividend		2022 (1)		2021 (1)
Executive Airport II	9/3/2020	125	$	1,000	12.5%	$	7,812	$	7,812
Build-To-Core Logistics Portfolio	6/15/2021	122	$	500	12.0%	$	—	$	—
Hainesport Commerce Center	12/21/2021	125	$	1,000	12.0%	$	—	$	—

(1) Recorded in accounts payable and accrued expenses on our consolidated balance sheets.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

15. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, we and our subsidiaries may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2022, we and our subsidiaries were not involved in any material legal proceedings.

Environmental Matters

A majority of the properties we acquire have been or will be subject to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we may acquire in connection with the development of land. We have or may acquire certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous material. We may purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any environmental liabilities that we believe would have a material adverse effect on our business, financial condition, or results of operations as of December 31, 2022.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

Adoption of Fifth Amended and Restated Bylaws

On March 15, 2023, the board of directors of the Company adopted and approved, effective immediately, amended and restated bylaws (the “Fifth Amended and Restated Bylaws”). Among other things, the Fifth Amended and Restated Bylaws update certain procedural requirements for the submission of stockholder nominees as a result of the effectiveness of Rule 14a-19 under the Exchange Act, including:

● requiring that any stockholder submitting a nomination make a representation that such stockholder intends, or is part of a group which intends, to solicit holders of shares representing at least 67% of the voting power of the Company’s capital stock in support of the proposed nominee;

● updating certain of the certifications to be made by a stockholder submitting a nomination;

● requiring that any stockholder submitting a nomination provide the Company with reasonable documentary evidence five business days prior to the meeting to demonstrate that such stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act; and

● limiting the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting.

The Fifth Amended and Restated Bylaws also include certain other administrative, ministerial and conforming changes.

The foregoing description of the Fifth Amended and Restated Bylaws is only a summary of the changes to the Company’s amended and restated bylaws and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.4 to this Annual Report on Form 10-K and, by this reference, incorporated herein.

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SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

											Costs								Accumulated
											Capitalized or		Gross Amount Carried as of						Depreciation
					Initial Cost to Company						Adjustments		December 31, 2022						and			Depreciable
	# of						Buildings and		Total		Subsequent to				Buildings and		Total		Amortization		Acquisition	Life
($ in thousands)	Buildings	Debt			Land		Improvements (6)		Costs		Acquisition		Land		Improvements (6)		Costs (7), (8)		(8)		Date	(Years)
Consolidated Industrial Properties:
Ontario Industrial Center in Ontario, CA	1	$	—	(1)	$	5,225	$	5,370	$	10,595	$	1,002	$	5,225	$	6,372	$	11,597	$	(1,934)	2/26/2018	1-20
Medley Industrial Center in Medley, FL	1		—			2,864		4,559		7,423		309		2,864		4,868		7,732		(1,181)	4/11/2018	1-30
Ontario Distribution Center in Ontario, CA	1		—	(2)		14,657		16,101		30,758		123		14,657		16,224		30,881		(5,508)	5/17/2018	1-20
Park 429 Logistics Center in Ocoee, FL	2		—			7,963		36,919		44,882		319		7,963		37,238		45,201		(5,876)	6/7/2018	1-40
Pescadero Distribution Center in Tracy, CA	1		—	(1)		5,602		40,021		45,623		182		5,602		40,203		45,805		(7,194)	6/20/2018	1-40
Gothard Industrial Center in Huntington Beach, CA	1		—	(1)		5,325		4,771		10,096		421		5,325		5,192		10,517		(1,395)	6/25/2018	1-20
Midway Industrial Center in Odenton, MD	1		—	(3)		4,579		3,548		8,127		438		4,579		3,986		8,565		(1,498)	10/22/2018	1-20
Executive Airport Distribution Center I in Henderson, NV	1		—			10,360		40,710		51,070		245		10,360		40,955		51,315		(7,886)	11/20/2018	1-40
Iron Run Distribution Center in Allentown, PA	1		—	(3)		5,483		10,039		15,522		173		5,483		10,212		15,695		(2,708)	12/04/2018	1-20
Elgin Distribution Center in Elgin, IL	1		—			4,032		16,951		20,983		71		4,032		17,022		21,054		(2,219)	12/11/2018	1-40
Addison Distribution Center II in Addison, IL	1		—			4,439		8,009		12,448		879		4,439		8,888		13,327		(2,002)	12/21/2018	1-30
Fontana Distribution Center in Fontana, CA	1		—	(2)		20,558		21,943		42,501		958		20,558		22,901		43,459		(7,237)	12/28/2018	1-20
Airport Industrial Center in Ontario, CA	1		—			4,085		4,051		8,136		506		4,085		4,557		8,642		(1,480)	1/08/2019	1-20
Kelly Trade Center in Austin, TX	1		—			2,686		12,654		15,340		2,052		2,686		14,706		17,392		(2,977)	1/31/2019	1-30
7A Distribution Center in Robbinsville, NJ	1		—			8,002		4,149		12,151		515		3,386		9,280		12,666		(2,507)	2/11/2019	1-20
Quakerbridge Distribution Center in Hamilton, NJ	1		—	(3)		3,434		5,160		8,594		974		2,334		7,234		9,568		(2,019)	3/11/2019	1-40
Hebron Airpark Logistics Center in Hebron, KY	1		—			2,228		9,572		11,800		396		2,228		9,968		12,196		(1,693)	5/30/2019	1-40
Las Vegas Light Industrial Portfolio in Las Vegas, NV	4		—			19,872		39,399		59,271		901		19,872		40,300		60,172		(8,557)	5/30/2019	1-30
Monte Vista Industrial Center in Chino, CA	1		—			7,947		7,592		15,539		494		7,947		8,086		16,033		(2,214)	6/07/2019	1-20
King of Prussia Core Infill Portfolio in King of Prussia, PA	5		—	(3)		14,791		17,187		31,978		1,789		14,791		18,976		33,767		(5,459)	6/21/2019	1-20
Dallas Infill Industrial Portfolio in Arlington, TX	3		38,000			17,159		74,981		92,140		3,965		17,159		78,946		96,105		(14,841)	6/28/2019	1-30
Dallas Infill Industrial Portfolio in Garland, TX	2		11,250			3,545		20,370		23,915		233		3,545		20,603		24,148		(2,990)	6/28/2019	1-40
Edison Distribution Center in Edison, NJ	1		—	(3)		11,519		16,079		27,598		78		11,519		16,157		27,676		(3,830)	6/28/2019	1-20
395 Distribution Center in Reno, NV	2		—	(2)		8,904		45,114		54,018		770		8,904		45,884		54,788		(6,881)	8/05/2019	1-40
I-80 Distribution Center in Reno, NV	4		—	(1)		11,645		60,364		72,009		1,891		11,645		62,255		73,900		(9,904)	9/04/2019	1-40
Avenue B Industrial Center in Bethlehem, PA	1		—			2,190		4,923		7,113		108		2,190		5,031		7,221		(1,345)	9/11/2019	1-20
485 Distribution Center in Shiremanstown, PA	1		—	(4)		6,145		36,914		43,059		206		6,145		37,120		43,265		(5,412)	9/13/2019	1-40
Weston Business Center in Weston, FL	1		—			14,627		17,784		32,411		199		14,627		17,983		32,610		(3,520)	12/10/2019	1-20
Marigold Distribution Center in Redlands, CA	1		—			15,660		24,075		39,735		1,820		15,660		25,895		41,555		(5,594)	12/20/2019	1-30
Bishops Gate Distribution Center in Mount Laurel, NJ	1		—	(3)		6,018		26,208		32,226		1,036		6,018		27,244		33,262		(5,478)	12/31/2019	1-20
Norcross Industrial Center in Peachtree Corner, GA	1		—			3,220		6,285		9,505		7,884		3,220		14,169		17,389		(1,173)	3/23/2020	1-20
Port 146 Distribution Center in LaPorte, TX	1		—			1,748		7,823		9,571		2,369		1,748		10,192		11,940		(634)	4/14/2020	1-40
Lima Distribution Center in Denver, CO	1		—			1,853		9,769		11,622		212		1,853		9,981		11,834		(1,986)	4/15/2020	1-20
Valwood Crossroads in Carrollton, TX	2		—	(4)		12,457		57,542		69,999		123		12,457		57,665		70,122		(7,196)	5/11/2020	1-40
Eaglepoint LC in Brownsburg, IN	1		—			3,598		36,618		40,216		51		3,598		36,669		40,267		(5,066)	5/26/2020	1-40
7A DC II in Robbinsville Township, NJ	1		—	(3)		6,235		16,983		23,218		538		6,235		17,521		23,756		(2,807)	5/27/2020	1-20
Legacy Logistics Center in Salt Lake City, UT	1		—	(1)		5,590		34,128		39,718		1,982		5,590		36,110		41,700		(4,458)	6/3/2020	1-40
Logistics Center at 33 in Easton, PA	1		—	(4)		8,983		54,302		63,285		50		8,983		54,352		63,335		(6,972)	6/4/2020	1-40
Intermodal Logistics Center in Fort Worth, TX	1		—			5,191		23,437		28,628		177		5,191		23,614		28,805		(2,497)	6/29/2020	1-40
Executive Airport Distribution Center II, III in Henderson, NV	2		—			7,852		25,348		33,200		4,144		7,852		29,492		37,344		(1,639)	9/3/2020	1-40
Airpark International Logistics Center in Hebron, KY	2		—			2,371		27,830		30,201		375		2,371		28,205		30,576		(2,610)	10/9/2020	1-40
Carlstadt Industrial Center in Carlstadt, NJ	2		—	(3)		16,989		20,541		37,530		1,050		16,989		21,591		38,580		(3,890)	11/10/2020	1-20
Nelson Industrial Center in La Puente, CA	1		—			3,943		5,089		9,032		115		3,943		5,204		9,147		(967)	12/7/2020	1-40
Miraloma Industrial Center in Placentia, CA	1		—			4,843		4,655		9,498		59		4,843		4,714		9,557		(940)	12/10/2020	1-20
Pennsy Logistics Center in Landover, MD	2		—	(3)		8,273		51,824		60,097		95		8,273		51,919		60,192		(5,335)	12/18/2020	1-30
Gerwig Distribution Center in Columbia, MD	1		—			8,069		11,205		19,274		360		8,069		11,565		19,634		(1,489)	1/8/2021	1-20
Harvill Business Center in Perris, CA	1		—	(4)		14,098		46,490		60,588		41		14,098		46,531		60,629		(3,748)	3/10/2021	1-40
Princess Logistics Center in Lawrenceville, NJ	1		—	(4)		10,883		63,192		74,075		1,232		10,883		64,424		75,307		(3,862)	4/12/2021	1-40
Rancho Cucamonga Business Center in Rancho Cucamonga, CA	1		—			8,185		16,439		24,624		59		8,185		16,498		24,683		(1,781)	5/28/2021	1-30
Norton Distribution Center in Norton, MA	1		—			4,350		28,063		32,413		189		4,350		28,252		32,602		(2,926)	6/1/2021	1-20
Build-To-Core Logistics Portfolio in Austin, TX	5		—	(5)		11,918		42,446		54,364		1,298		11,918		43,744		55,662		(4,698)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Hayward, CA	1		—	(5)		39,357		91,117		130,474		(196)		39,357		90,921		130,278		(4,812)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in LaPorte, TX	1		—			1,998		15,261		17,259		499		1,998		15,760		17,758		(1,084)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Lehigh Valley, PA	1		—			14,522		49,076		63,598		2,008		14,522		51,084		65,606		(3,077)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Lodi, NJ	2		—	(4)		18,545		78,491		97,036		520		18,545		79,011		97,556		(4,001)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Rancho Cucamonga, CA	1		—	(4)		26,126		71,385		97,511		(81)		26,126		71,304		97,430		(5,315)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Richmond, CA	1		—			6,954		33,862		40,816		1,250		6,954		35,112		42,066		(1,762)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in San Diego, CA	2		—	(5)		7,999		34,888		42,887		65		7,999		34,953		42,952		(2,253)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in San Jose, CA	1		—			9,799		23,467		33,266		370		9,799		23,837		33,636		(1,301)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Suwanee, GA	4		—	(5)		5,612		65,492		71,104		2,073		5,612		67,565		73,177		(7,760)	6/15/2021	1-20
Build-To-Core Logistics Portfolio in Tacoma, WA	2		—	(2)		29,942		144,714		174,656		1,205		29,942		145,919		175,861		(9,050)	6/15/2021	1-40
Build-To-Core Logistics Portfolio in Tracy, CA	1		—	(5)		3,564		50,196		53,760		1		3,564		50,197		53,761		(2,839)	6/15/2021	1-40
Benchmark Distribution Center in Houston, TX	1		—			4,809		14,842		19,651		1,186		4,809		16,028		20,837		(1,124)	6/18/2021	1-40
Key Logistics Portfolio in Allentown, PA	1		—			2,876		15,208		18,084		262		2,876		15,470		18,346		(1,434)	7/14/2021	1-20
Key Logistics Portfolio in Auburn, WA	3		—			7,822		34,089		41,911		718		7,822		34,807		42,629		(2,891)	7/14/2021	1-30
Key Logistics Portfolio in Aurora, CO	1		—			1,818		9,147		10,965		—		1,818		9,147		10,965		(916)	7/14/2021	1-20
Key Logistics Portfolio in Boca Raton, FL	1		—			4,959		8,586		13,545		4		4,959		8,590		13,549		(1,180)	7/14/2021	1-20
Key Logistics Portfolio in Glen Burnie, MD	1		—	(3)		2,545		17,976		20,521		1		2,545		17,977		20,522		(2,144)	7/14/2021	1-20
Key Logistics Portfolio in Kent, WA	4		—			11,478		27,605		39,083		451		11,478		28,056		39,534		(3,108)	7/14/2021	1-20
Key Logistics Portfolio in King of Prussia, PA	2		—	(3)		4,120		17,984		22,104		(1)		4,120		17,983		22,103		(2,050)	7/14/2021	1-20
Key Logistics Portfolio in Lanham, MD	1		—	(3)		3,979		18,147		22,126		671		3,979		18,818		22,797		(1,329)	7/14/2021	1-40
Key Logistics Portfolio in Lincolnshire, IL	1		—			1,695		11,939		13,634		58		1,695		11,997		13,692		(868)	7/14/2021	1-30
Key Logistics Portfolio in Louisville, KY	5		—			8,248		117,907		126,155		209		8,248		118,116		126,364		(11,059)	7/14/2021	1-30
Key Logistics Portfolio in Mechanicsburg, PA	1		—			2,205		11,882		14,087		1		2,205		11,883		14,088		(1,208)	7/14/2021	1-20
Key Logistics Portfolio in Memphis, TN	6		—			6,873		103,715		110,588		1,229		6,873		104,944		111,817		(13,047)	7/14/2021	1-20
Key Logistics Portfolio in Olive Branch, MS	1		—			2,656		29,453		32,109		89		2,656		29,542		32,198		(2,178)	7/14/2021	1-30
Key Logistics Portfolio in Ontario, CA	3		—			13,418		38,965		52,383		185		13,418		39,150		52,568		(4,081)	7/14/2021	1-20
Key Logistics Portfolio in Pompano Beach, FL	2		—			4,431		10,992		15,423		357		4,431		11,349		15,780		(1,101)	7/14/2021	1-20
Key Logistics Portfolio in Renton, WA	1		—			4,745		13,612		18,357		(1)		4,745		13,611		18,356		(1,375)	7/14/2021	1-20
Key Logistics Portfolio in Salt Lake City, UT	2		—			5,966		53,720		59,686		372		5,966		54,092		60,058		(5,320)	7/14/2021	1-20
Key Logistics Portfolio in Stockton, CA	4		—	(4)		15,700		73,083		88,783		914		15,700		73,997		89,697		(8,184)	7/14/2021	1-30
Key Logistics Portfolio in Tacoma, WA	1		—			3,844		6,354		10,198		189		3,844		6,543		10,387		(590)	7/14/2021	1-20
Key Logistics Portfolio in Totowa, NJ	1		—	(3)		11,530		46,672		58,202		955		11,530		47,627		59,157		(4,252)	7/14/2021	1-20
Key Logistics Portfolio in Tracy, CA	2		—			11,240		47,595		58,835		1,327		11,240		48,922		60,162		(4,800)	7/14/2021	1-20
Key Logistics Portfolio in Upper Marlboro, MD	1		—			2,206		4,926		7,132		633		2,206		5,559		7,765		(334)	7/14/2021	1-30
Key Logistics Portfolio in Valencia, CA	1		—			6,555		11,619		18,174		22		6,555		11,641		18,196		(775)	7/14/2021	1-30
Key Logistics Portfolio in Wayne, NJ	1		—	(3)		5,800		13,770		19,570		256		5,800		14,026		19,826		(1,163)	7/14/2021	1-20
Key Logistics Portfolio in York, PA	1		—	(4)		4,645		20,466		25,111		—		4,645		20,466		25,111		(2,279)	7/14/2021	1-20

											Costs								Accumulated
											Capitalized or		Gross Amount Carried as of						Depreciation
					Initial Cost to Company						Adjustments		December 31, 2022						and			Depreciable
	# of						Buildings and		Total		Subsequent to				Buildings and		Total		Amortization		Acquisition	Life
($ in thousands)	Buildings	Debt			Land		Improvements (6)		Costs		Acquisition		Land		Improvements (6)		Costs (7), (8)		(8)		Date	(Years)
Stonewood Logistics Center in York, PA	1		—			1,193		18,150		19,343		1,471		1,193		19,621		20,814		(935)	7/16/2021	1-40
Heron Industrial Center in Swedesboro, NJ	1		—			5,622		20,377		25,999		183		5,622		20,560		26,182		(2,468)	7/21/2021	1-20
Colony Crossing Logistics Portfolio in Houston, TX	2		—			5,258		16,311		21,569		381		5,258		16,692		21,950		(2,047)	8/17/2021	1-30
Harvill Industrial Center in Riverside, CA	—		—			7,532		—		7,532		1,417		7,782		1,167		8,949		—	8/23/2021	1-40
Commerce Farms Logistics Center in Lebanon, TN	1		—			3,117		60,704		63,821		607		3,117		61,311		64,428		(4,853)	8/25/2021	1-40
North County Commerce Center in Vista, CA	5		—	(2)		42,171		104,961		147,132		641		42,171		105,602		147,773		(9,215)	8/30/2021	1-20
Performance Distribution Center in Stockton, CA	1		—	(2)		9,733		19,799		29,532		14		9,733		19,813		29,546		(1,181)	9/7/2021	1-40
Madison Distribution Center in Tampa, FL	1		—			766		12,236		13,002		9		766		12,245		13,011		(747)	9/17/2021	1-30
355 Logistics Center in Lockport, IL	2		—			3,360		62,062		65,422		1,808		3,360		63,870		67,230		(3,756)	10/1/2021	1-40
1 Stanley Drive in Aston, PA	1		—	(4)		1,265		20,974		22,239		98		1,265		21,072		22,337		(1,168)	10/6/2021	1-30
Gilbert Gateway Commerce Park in Gilbert, AZ	3		—	(2)		8,129		80,026		88,155		2,694		8,129		82,720		90,849		(4,114)	10/6/2021	1-40
California Business Center in Salt Lake City, UT	2		—			4,780		26,290		31,070		295		4,780		26,585		31,365		(2,915)	10/21/2021	1-20
Molto Portfolio in Aurora, IL	1		—			5,169		32,432		37,601		787		5,169		33,219		38,388		(1,492)	11/17/2021	1-40
Molto Portfolio in Hebron, KY	1		—			1,857		20,674		22,531		1		1,857		20,675		22,532		(834)	11/17/2021	1-40
Molto Portfolio in Houston, TX	2		—			7,370		70,096		77,466		1,533		7,370		71,629		78,999		(3,222)	11/17/2021	1-40
Molto Portfolio in La Vergne, TN	1		—			3,696		23,720		27,416		1		3,696		23,721		27,417		(1,110)	11/17/2021	1-40
Molto Portfolio in Louisville, KY	1		—			3,755		36,195		39,950		307		3,755		36,502		40,257		(1,679)	11/17/2021	1-40
Walker Mill Industrial Center in Capitol Heights, MD	1		—	(3)		2,908		14,297		17,205		29		2,908		14,326		17,234		(960)	11/18/2021	1-20
Greater Boston Portfolio in Danvers, MA	1		—			4,176		16,169		20,345		33		4,176		16,202		20,378		(1,347)	11/22/2021	1-20
Greater Boston Portfolio in Franklin, MA	1		—			2,646		14,367		17,013		250		2,646		14,617		17,263		(1,027)	11/22/2021	1-20
McDonald Portfolio in Alpharetta, GA	4		—			4,228		49,773		54,001		2,163		4,228		51,936		56,164		(3,308)	12/16/2021	1-20
McDonald Portfolio in Atlanta, GA	6		—			10,312		192,196		202,508		1,454		10,312		193,650		203,962		(12,670)	12/16/2021	1-40
McDonald Portfolio in Ellenwood, GA	2		—			4,808		72,142		76,950		642		4,808		72,784		77,592		(4,143)	12/16/2021	1-30
McDonald Portfolio in Savannah, GA	2		—			5,862		56,433		62,295		123		5,862		56,556		62,418		(3,048)	12/16/2021	1-30
Riggs Hill Industrial Center in Jessup, MD	1		—			827		4,832		5,659		77		827		4,909		5,736		(441)	12/17/2021	1-20
Valwood Industrial Center in Carrollton, TX	4		—			12,755		30,377		43,132		786		12,755		31,163		43,918		(2,183)	12/17/2021	1-20
Port Crossing Logistics Center in LaPorte, TX	1		—			2,518		29,476		31,994		88		2,518		29,564		32,082		(1,280)	12/21/2021	1-30
Hainesport Commerce Center in Hainesport, NJ	1		—			19,042		113,768		132,810		997		19,042		114,765		133,807		(4,025)	12/21/2021	1-40
Beltway Logistics Center in Charlotte, NC	1		—			4,726		23,327		28,053		133		4,726		23,460		28,186		(831)	12/22/2021	1-40
Clackamas Industrial Center in Clackamas, OR	1		—			9,623		41,551		51,174		12		9,623		41,563		51,186		(4,007)	12/23/2021	1-20
Build-to-Core II Logistics Portfolio in Aurora, IL	1		—			3,187		21,354		24,541		210		3,187		21,564		24,751		(962)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Avenel, NJ	1		—			20,489		22,267		42,756		49		20,489		22,316		42,805		(745)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Lakewood, WA	3		—			30,833		149,703		180,536		2,548		30,837		152,247		183,084		(5,198)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Mount Prospect, IL	1		—			3,725		20,434		24,159		28		3,725		20,462		24,187		(716)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Naperville, IL	1		—			1,951		16,137		18,088		589		1,951		16,726		18,677		(615)	2/15/2022	1-40
Build-to-Core II Logistics Portfolio in Newark, NJ	-		—			25,879		1,634		27,513		15,262		25,879		16,896		42,775		—	2/15/2022	-
Build-to-Core II Logistics Portfolio in Schertz, TX	1		—			503		9,177		9,680		101		503		9,278		9,781		(593)	2/15/2022	1-30
Build-to-Core II Logistics Portfolio in Tualatin, OR	1		—			4,231		27,698		31,929		(93)		4,102		27,734		31,836		(1,015)	2/15/2022	1-40
Northlake Logistics Crossing in Northlake, TX	-		—			21,569		—		21,569		92,305		21,569		92,305		113,874		—	2/17/2022	-
Tampa Commerce Center in Temple Terrace, FL	-		—			6,270		—		6,270		16,778		6,270		16,778		23,048		—	4/1/2022, 5/25/2022	-
Medley 104 Industrial Center in Medley, FL	1		—			13,436		40,234		53,670		38		13,436		40,272		53,708		(1,862)	4/18/2022	1-20
IDI U.S. Logistics Portfolio in Buford, GA	1		—			2,962		18,213		21,175		3		2,962		18,216		21,178		(427)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Channahon, IL	1		—			8,940		93,938		102,878		349		8,940		94,287		103,227		(1,648)	7/6/2022	1-40
IDI U.S. Logistics Portfolio in Jefferson, GA	1		—			6,798		83,287		90,085		1		6,798		83,288		90,086		(3,069)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Fort Worth, TX	1		—			4,254		42,904		47,158		2		4,254		42,906		47,160		(1,131)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Garland, TX	1		—			4,711		59,177		63,888		2		4,711		59,179		63,890		(1,627)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Indianapolis, IN	1		—			5,104		63,962		69,066		836		5,104		64,798		69,902		(1,952)	4/28/2022	1-40
IDI U.S. Logistics Portfolio in Southhaven, MS	1		—			2,082		23,638		25,720		—		2,082		23,638		25,720		(675)	4/28/2022	1-40
Chicago Growth Portfolio in Bolingbrook, IL	2		—			2,354		22,921		25,275		50		2,354		22,971		25,325		(1,001)	5/9/20222	1-20
Chicago Growth Portfolio in Chicago, IL	1		—			3,326		28,536		31,862		—		3,326		28,536		31,862		(1,707)	5/9/20222	1-20
Chicago Growth Portfolio in Elgin, IL	4		—			4,911		34,448		39,359		115		4,911		34,563		39,474		(1,824)	5/9/20222	1-30
Chicago Growth Portfolio in Lemont, IL	2		—			2,387		20,705		23,092		133		2,387		20,838		23,225		(1,009)	5/9/20222	1-20
Chicago Growth Portfolio in Libertyville, IL	4		—			4,732		46,322		51,054		434		4,732		46,756		51,488		(2,215)	5/9/20222	1-30
Chicago Growth Portfolio in Romeoville, IL	1		—			1,049		10,444		11,493		2		1,049		10,446		11,495		(521)	5/9/20222	1-20
4 Studebaker Commerce Center in Irvine, CA	1		—			9,334		23,854		33,188		58		9,334		23,912		33,246		(1,209)	5/12/2022	1-20
Southeast Orlando Portfolio in Kissimmee, FL	1		—			—		20,468		20,468		267		—		20,735		20,735		(837)	5/19/2022	1-20
Southeast Orlando Portfolio in Orlando, FL	4		—			23,658		94,414		118,072		122		23,658		94,536		118,194		(4,322)	5/19/2022	1-20
I-465 East Logistics Center in Indianapolis, IN	1		—			2,097		16,826		18,923		103		2,097		16,929		19,026		(468)	5/26/2022	1-40
Industry Commerce Center in City of Industry, CA	1		—			12,157		39,929		52,086		69		12,157		39,998		52,155		(2,253)	6/2/2022	1-20
County Line Corporate Park in Hialeah, FL	1		—			34,850		27,230		62,080		57,092		34,850		84,322		119,172		—	6/8/2022	-
Robbinsville Distribution Center in Robbinsville, NJ	-		—			364		—		364		2,187		1,853		698		2,551		—	6/10/2022	-
Innovation I & II Corporate Park in New Albany, OH	2		—			5,807		58,132		63,939		76		5,807		58,208		64,015		(1,417)	6/17/2022	1-40
IDI 2022 National Portfolio in Bolingbrook, IL	2		—			13,054		94,917		107,971		3		13,054		94,920		107,974		(2,185)	6/22/2022	1-40
IDI 2022 National Portfolio in Mesquite, TX	1		—			2,930		24,934		27,864		239		2,930		25,173		28,103		(571)	6/22/2022	1-30
IDI 2022 National Portfolio in Monroe, OH	1		—			7,309		42,003		49,312		1		7,309		42,004		49,313		(1,439)	6/22/2022	1-30
IDI 2022 National Portfolio in Olive Branch, MS	2		—			6,983		54,643		61,626		9		6,983		54,652		61,635		(1,498)	6/22/2022	1-30
I-80 Logistics Park in Wayne, NJ	1		—			16,924		121,606		138,530		182		16,924		121,788		138,712		(4,499)	6/29/2022	1-20
Commonwealth Logistics Center in Jacksonville, FL	-		—			8,927		—		8,927		18,521		8,927		18,521		27,448		—	6/30/2022	-
County Line Corporate Park II in Hileah, FL	1		—			36,050		46,428		82,478		8,985		36,050		55,413		91,463		—	12/28/2022	1-40
Total	243	$	1,613,970		$	1,288,105	$	5,469,961	$	6,758,066	$	299,947	$	1,284,003	$	5,774,010	$	7,058,013	$	(454,273)

(1) These properties include a $118.5 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the eight collateralized buildings. The mortgage note has a maturity date of November 1, 2027 and an interest rate of 2.90%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(2) These properties include a $408.0 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 15 collateralized buildings. The mortgage note has an initial maturity date of January 5, 2025 and the interest rate is calculated based on Adjusted SOFR plus a margin of 1.65%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(3) These properties include a $367.8 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 23 collateralized buildings. The mortgage note has an initial maturity date of July 15, 2025 and the interest rate is calculated based on Adjusted SOFR plus a margin of 1.85%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(4) These properties include a $461.1 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 12 collateralized buildings. The mortgage note has a maturity date of January 1, 2029 and an interest rate of 2.85%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(5) These properties include a $209.3 million mortgage note as of December 31, 2022. This borrowing is non-recourse and secured by deeds of trust for the 13 collateralized buildings. The mortgage note has an initial maturity date of July 16, 2025 and the interest rate is calculated based on Adjusted SOFR plus a margin of 1.50%. See “Note 5 to the Consolidated Financial Statements” for more detail.

(6) Includes site improvements as well as gross intangible lease assets of $479.5 million and gross intangible lease liabilities of ($129.8) million.

(7) As of December 31, 2022, the aggregate cost for federal income tax purposes of investments in property was $5.3 billion (unaudited).

(8) A summary of activity for investment in real estate properties is as follows:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Investment in real estate properties:
Balance at beginning of period	$	4,916,055	$	1,377,912	$	891,170
Acquisition of properties		1,888,644		3,507,041		475,320
Improvements		253,314		31,102		11,451
Write-off of intangibles and customer leasing costs		—		—		(29)
Balance at end of period	$	7,058,013	$	4,916,055	$	1,377,912
Accumulated depreciation and amortization:
Balance at beginning of period	$	(186,269)	$	(72,924)	$	(25,988)
Additions charged to costs and expenses		(268,004)		(113,345)		(46,965)
Write-off of intangibles and customer leasing costs		—		—		29
Balance at end of period	$	(454,273)	$	(186,269)	$	(72,924)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, higher interest rates and challenges in the supply chain, coupled with the war in Ukraine and the ongoing effects of the novel coronavirus pandemic, have the potential to negatively impact us. These current macroeconomic conditions may continue or aggravate and could cause the United States to experience an economic slowdown or recession. We anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States. In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP.

Basis of Consolidation

Basis of Consolidation

The consolidated financial statements include the accounts of AIREIT, the Operating Partnership, and its wholly-owned subsidiaries, as well as amounts related to noncontrolling interests and redeemable noncontrolling interests. See “Noncontrolling Interests” and “Redeemable Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests and redeemable noncontrolling interests. All material intercompany accounts and transactions have been eliminated.

We consolidate all entities in which we have a controlling financial interest through majority ownership or voting rights and variable interest entities for which we are the primary beneficiary. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity

(“VIE”) and whether we are the primary beneficiary. We are the primary beneficiary of a VIE when we have (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when we control the entity through a majority voting interest or other means. When the requirements for consolidation are not met and we have significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Equity method investments are initially recorded at cost and subsequently adjusted for our pro-rata share of net income, contributions and distributions.

The Operating Partnership meets the criteria of a VIE as the Operating Partnership’s limited partners do not have the right to remove the general partner and do not have substantive participating rights in the operations of the Operating Partnership. Pursuant to the agreement of limited partnership of the Operating Partnership (the “Partnership Agreement”), we are the primary beneficiary of the Operating Partnership as we have the obligation to absorb losses and receive benefits, and the power to control substantially all of the activities which most significantly impact the economic performance of the Operating Partnership. As such, the Operating Partnership continues to be consolidated within our consolidated financial statements.

Use of Estimates

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary.

Investment in Real Estate Properties

Investment in Real Estate Properties

We first determine whether an acquisition constitutes a business or asset acquisition. Upon determination of an asset acquisition, the purchase price of a property is allocated to land, building and improvements, and intangible lease assets and liabilities. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below-market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below-market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.”

If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. No debt was assumed in connection with our 2022 or 2021 acquisitions. Transaction costs associated with the acquisition of a property are capitalized as incurred in an asset acquisition and are allocated to land, building, and intangible lease assets on a relative fair value basis. Properties that are probable to be sold are to be designated as “held for sale” on the balance sheets when certain criteria are met.

The results of operations for acquired properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. We expense any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date.

Land, building, building improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of our real estate assets are capitalized as incurred. These costs include capitalized interest and development fees. Other than the transaction costs associated with the acquisition of a property described above, we do not capitalize any

other costs, such as taxes, salaries or other general and administrative expenses. See “Capitalized Interest” below for additional detail. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.

Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table:

Land	Not depreciated
Building and improvements	5 to 40 years
Tenant improvements	Lesser of useful life or lease term
Lease commissions	Over lease term
Intangible lease assets	Over lease term
Above-market lease assets	Over lease term
Below-market lease liabilities	Over lease term, including below-market fixed-rate renewal options

Certain of our investments in real estate are subject to ground leases, for which a lease liability and corresponding right of use asset are recognized. We calculate the amount of the lease liability and right of use asset by taking the present value of the remaining lease payments and adjusting the right of use asset for any existing straight-line ground rent liability and acquired ground lease intangibles. An estimated incremental borrowing rate of a loan with a similar term as the ground lease is used as the discount rate. The lease liability is included as a component of other liabilities, and the related right of use asset is recorded as a component of net investments in real estate properties on our consolidated balance sheets. The amortization of the below-market ground lease is recorded as an adjustment to real estate-related depreciation and amortization on our consolidated statements of operations.

Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and we will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value.

Investment in Unconsolidated Joint Venture Partnerships

Investment in Unconsolidated Joint Venture Partnerships

We analyze our investment in an unconsolidated joint venture under GAAP to determine if the joint venture is a VIE and whether the requisite substantial participating rights described in the GAAP are held by the partners not affiliated with us. If the joint venture is not a VIE and the partners not affiliated with us hold substantial participating rights, we account for our investment in the joint venture under the equity method. Under the equity method, the investment is initially recorded at cost (including direct acquisition costs) and subsequently adjusted to reflect our proportionate share of equity in the joint venture’s net (income) loss, distributions received, contributions made and certain other adjustments made, as appropriate, which is included in investment in unconsolidated joint venture partnerships on our consolidated balance sheets. The proportionate share of ongoing income or loss of the unconsolidated joint venture partnerships is recognized in equity in (income) loss of unconsolidated joint venture partnerships on the consolidated statements of operations. The outside basis portion of our unconsolidated joint venture partnerships is amortized over the anticipated useful lives of the joint ventures’ tangible and intangible assets acquired and liabilities assumed.

When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss is other than temporary. If we conclude it is other than temporary, an impairment charge is recognized to reflect the equity investment at fair value. No impairment losses were recorded related to our investment in unconsolidated joint venture partnerships for the year ended December 31, 2022. See “Note 4” for additional information regarding our investment in unconsolidated joint venture partnerships.

We may earn performance-based incentive fees based on a joint venture’s cumulative returns over a certain time period. The returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents and interest rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact its performance-based incentive fee period over period, recognition of the performance-based incentive fee income is limited to amounts for which it is probable that a significant income reversal will not occur. See “Note 4” for additional information on the BTC II Partnership incentive fee distribution.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk.

Derivative Instruments

Derivative Instruments

Our derivative instruments are used to manage exposure to variability in expected future interest payments and are recorded at fair value. The accounting for changes in fair value of derivative instruments depends on whether it has been designated and qualifies as a hedge and, if so, the type of hedge. As of December 31, 2022, our interest rate swap derivative instruments are designated as cash flow hedges. The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets and is subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transaction affects earnings, which is when the interest expense is recognized on the related debt.

As of December 31, 2022, our interest rate cap derivative instruments are not designated as hedges. For derivatives that are not designated and do not qualify as hedges, we present changes in the fair value as a component of gain (loss) on derivative instruments on the consolidated statements of income. We do not use derivative instruments for trading or speculative purposes.

Available-for-Sale Debt Securities

Available-for-Sale Debt Securities

We acquire debt securities that are collateralized by mortgages on commercial real estate properties primarily for cash management and investment purposes. On the acquisition date, we designate investments in commercial real estate debt securities as available-for-sale. Investments in debt securities that are classified as available-for-sale are carried at fair value. These assets are valued on a recurring basis and any unrealized holding gains and losses other than those associated with a credit loss are recorded each period in other comprehensive income.

As applicable, available-for-sale debt securities that are in an unrealized loss position are evaluated quarterly on an individual security basis to determine whether a credit loss exists. In the assessment we consider the extent of the difference between fair value and amortized cost, changes in credit rating, and any other adverse factors directly impacting the security. If we determine a credit loss exists, the extent of the credit loss is recognized in the consolidated statements of operations and any additional loss not attributable to credit loss is recognized in other comprehensive income. There was no credit loss recognized during the year ended December 31, 2022, and we did not have any available-for-sale debt securities during the years ended December 31, 2021 and 2020.

Available-for-sale debt securities will be on non-accrual status at the earlier of (i) principal or interest payments becoming 90 days past due or (ii) when management’s determination that there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is reversed against interest income in the period the debt security is placed on non-accrual status. Interest payments received on non-accrual securities may be recognized as income or applied to principal depending upon management’s judgment regarding collectability of the debt security based on the facts and circumstances regarding the payment received. Non-accrual debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current.

As of December 31, 2022, we had five debt security investments designated as available-for-sale debt securities. The following table summarizes our investments in available-for-sale debt securities as of December, 31, 2022:

($ in thousands)	Face Amount		Amortized Cost		Unamortized Discount		Unrealized Gain, Net		Fair Value
Available-for-sale debt securities	$	62,420	$	59,708	$	2,712	$	326	$	60,033

Deferred Financing Costs

Deferred Financing Costs

Deferred financing costs include: (i) debt issuance costs incurred to obtain long-term financing and cash flow hedges; and (ii) financing costs associated with financing obligations. These costs are amortized to interest expense over the expected terms of the related credit facilities. Unamortized deferred financing costs are written off if debt is retired before its expected maturity date.

Accumulated amortization of debt issuance costs was approximately $11.9 million and $5.3 million as of December 31, 2022 and 2021, respectively. Our interest expense for the years ended December 31, 2022, 2021 and 2020 included $7.1 million, $2.4 million and $1.2 million, respectively, of amortization of debt issuance costs.

Accumulated amortization of financing costs associated with financing obligations was approximately $0.8 million as of December 31, 2022. Our interest expense for the year ended December 31, 2022 included $0.8 million of amortization of financing costs associated with financing obligations. As of December 31, 2021, we had no accumulated amortization of financing costs associated with financing obligations and no amortization expense was incurred for the years ended December 31, 2021 and 2020.

Capitalized Interest

Capitalized Interest

We capitalize interest as a cost of development on value-add buildings. Capitalization of interest for a particular asset begins when activities necessary to get the asset ready for its intended use are in progress and when interest costs have been incurred. Capitalization of interest ceases when the project is substantially complete and ready for occupancy. For the years ended December 31, 2022, 2021 and 2020, approximately $7.3 million, $1.2 million and $0.6 million of interest was capitalized, respectively.

Distribution Fees

Distribution Fees

Distribution fees are paid monthly. Distribution fees are accrued upon the issuance of Class T shares and Class D shares in the primary portion of our public offerings. We accrue for: (i) the monthly amount payable as of the balance sheet date, and (ii) the estimated amount of distribution fees to be paid in future periods based on the Class T shares and Class D shares outstanding as of the balance sheet date. The accrued distribution fees are reflected in additional paid-in capital in stockholders’ equity. See “Note 11” for additional information regarding when distribution fees become payable.

Noncontrolling Interests

Noncontrolling Interests

Due to our control of the Operating Partnership through our sole general partner interest and our limited partner interest, we consolidate the Operating Partnership. The limited partner interests not owned by us are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity. As the limited partner interests do not participate in the profits and losses of the Operating Partnership, there is no net income or loss attributable to this portion of noncontrolling interests on the consolidated statement of operations.

Noncontrolling interests also represent the portion of equity in an acquired subsidiary real estate investment trust (“Subsidiary REIT”), that we do not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheet as noncontrolling interests within permanent equity. See “Note 11” for additional information regarding the Subsidiary REIT.

Reclassifications

Reclassifications

Certain items in our consolidated balance sheets, statements of operations, cash flows and certain tables in our footnotes for the years ended December 31, 2021 and 2020 have been reclassified to conform to the 2022 presentation.

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interests

The Operating Partnership issued units in the Operating Partnership (“OP Units”) to the Advisor and Former Sponsor as payment for the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the terms of the Amended and Restated Advisory Agreement (2022), effective as of May 1, 2022 (the “Advisory Agreement”), by and among us, the Operating Partnership and the Advisor. The Former Sponsor held, either directly or indirectly, OP Units, and subsequent to the Transaction (as defined in “Note 11”), the Former Sponsor transferred these OP Units to its members or their affiliates. We have classified these OP Units as redeemable noncontrolling interests in mezzanine equity on the consolidated balance sheets due to the fact that, as defined in the Partnership Agreement, the limited partners who hold these OP Units generally have the ability to request transfer or redeem their OP Units at any time irrespective of the period that they have held such OP Units, and the Operating Partnership is required to satisfy such redemption for cash unless such cash redemption would be prohibited by applicable law or the Partnership Agreement, in which case such OP Units will be redeemed for shares of our common stock of the class corresponding to the class of such OP Units. The redeemable noncontrolling interests are recorded at the greater of the carrying amount, adjusted for the share of the allocation of income or loss and

dividends, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period. See “Note 9” for additional information regarding redeemable noncontrolling interests.

Revenue Recognition

Revenue Recognition

When a lease is entered into, we first determine if the collectability from the tenant is probable. If the collectability is not probable we recognize revenue when the payment has been received. If the collectability is determined to be probable we record rental revenue on a straight-line basis over the full lease term. Certain properties have leases that offer the tenant a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, we record receivables from tenants for rent that we expect to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. Management analyzes accounts receivable by considering customer creditworthiness, current economic trends, customers’ businesses, and customers’ ability to make payments on time and in full when evaluating the adequacy of the allowance for doubtful accounts receivable. We evaluate collectability from our tenants on an ongoing basis. If the assessment of collectability changes during the lease term, any difference between the revenue that would have been recognized under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenues. When we acquire a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. As of December 31, 2022, we have a $0.5 million allowance for doubtful accounts. These amounts are included in our other assets on the consolidated balance sheets. As of December 31, 2021, we had no allowance for doubtful accounts.

In connection with property acquisitions, we may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods.

We expense any unamortized intangible lease asset or record an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date.

Upon disposition of a real estate asset, we will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses.

Debt-related income is accrued based on the outstanding principal amount and the contractual terms of each debt security. For available-for-sale debt securities, premiums or discounts are amortized or accreted into interest income as a yield adjustment using the effective interest method.

Organization and Offering Expenses

Organization and Offering Expenses

Organization costs are expensed as incurred and offering expenses associated with our public offerings are recorded as a reduction of gross offering proceeds in additional paid-in capital. See “Note 11” for additional information regarding organization and offering expenses.

Income Taxes

Income Taxes

As a REIT, we generally are not subject to federal income taxes on net income we distribute to stockholders. We intend to make timely distributions sufficient to satisfy the annual distribution requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate tax rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and federal income and excise taxes on our undistributed income.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Basic net income (loss) per common share is determined by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share includes the effects of potentially issuable common stock, but only if dilutive, including the presumed exchange of OP Units. See “Note 12” for additional information regarding net income (loss) per share.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. We believe it mitigates this risk by investing our cash with high-credit quality financial institutions. As our revenues predominantly consist of rental payments, we are dependent on our customers for our source of revenues. Concentration of credit risk arises when its source of revenue is highly concentrated from certain of its customers. As of December 31, 2022, no customers represented more than 10.0% of total annualized base rent of its properties.

Fair Value Measurements

Fair Value Measurements

Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement.

The fair value hierarchy is as follows:

Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including:

● Quoted prices for similar assets/liabilities in active markets;

● Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time);

● Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and

● Inputs that are derived principally from or corroborated by other observable market data.

Level 3—Unobservable inputs that cannot be corroborated by observable market data.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Property, Plant and Equipment

Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table:

Land	Not depreciated
Building and improvements	5 to 40 years
Tenant improvements	Lesser of useful life or lease term
Lease commissions	Over lease term
Intangible lease assets	Over lease term
Above-market lease assets	Over lease term
Below-market lease liabilities	Over lease term, including below-market fixed-rate renewal options

Summary of available for sale debt securities

($ in thousands)	Face Amount		Amortized Cost		Unamortized Discount		Unrealized Gain, Net		Fair Value
Available-for-sale debt securities	$	62,420	$	59,708	$	2,712	$	326	$	60,033

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INVESTMENT IN REAL ESTATE PROPERTIES (Tables)

12 Months Ended

Dec. 31, 2022

Real Estate [Abstract]

Schedule of Consolidated Investments in Real Estate Properties

As of December 31, 2022 and 2021, our consolidated investments in real estate properties consisted of 243 and 193 industrial buildings, respectively. Additionally, investment in real estate properties includes nine buildings under construction, two buildings in the pre-construction phase as of December 31, 2022 and one building in the pre-construction phase as of December 31, 2021.

	As of December 31,
(in thousands)	2022		2021
Land	$	1,284,003	$	918,000
Building and improvements (1)		5,139,402		3,719,548
Intangible lease assets		479,532		342,538
Construction in progress		285,214		27,075
Investment in real estate properties		7,188,151		5,007,161
Less accumulated depreciation and amortization		(454,273)		(186,269)
Net investment in real estate properties	$	6,733,878	$	4,820,892

(1) Includes site improvements. Depreciable site improvement amounts as of December 31, 2021 been reclassified from land to building and improvements to conform to 2022 presentation. This reclassification had no impact on depreciation amounts.

Schedule of Asset Acquisitions

During the years ended December 31, 2022 and 2021, we acquired 100% of the following properties, which were determined to be asset acquisitions:

		Number of	Total Purchase
($ in thousands)	Acquisition Date	Buildings	Price (1)
Build-to-Core Logistics Portfolio II (2)(3)	2/15/2022	9	$	359,202
Northlake Logistics Crossing	2/17/2022	—		21,569
Tampa Commerce Center	4/1/2022 & 5/25/2022	—		6,270
Medley 104 Industrial Center	4/18/2022	1		53,670
IDI U.S. Logistics Portfolio	4/28/2022 & 7/6/2022	7		419,970
Chicago Growth Portfolio	5/9/2022	14		182,135
4 Studebaker	5/12/2022	1		33,188
Southeast Orlando Portfolio	5/19/2022	5		138,540
I-465 East Logistics Center	5/26/2022	1		18,923
Industry Corporate Center	6/2/2022	1		52,086
County Line Corporate Park	6/8/2022	—		62,080
Robbinsville Distribution Center	6/10/2022	—		364
Innovation I & II Corporate Center	6/17/2022	2		63,939
IDI 2022 National Portfolio	6/22/2022	6		246,773
I-80 Logistics Park I-II	6/29/2022	1		138,530
Commonwealth Logistics Center	6/30/2022	—		8,927
County Line Corporate Park II (4)	12/28/2022	1		82,478
Total Acquisitions		49	$	1,888,644

		Number of	Total Purchase
($ in thousands)	Acquisition Date	Buildings	Price (1)
2021 Acquisitions:
Gerwig Distribution Center	1/8/2021	1	$	19,274
Harvill Business Center	3/10/2021	1		60,588
Princess Logistics Center	4/12/2021	1		74,075
Rancho Cucamonga Business Center	5/28/2021	1		24,624
Norton Distribution Center	6/1/2021	1		32,413
Build-To-Core Logistics Portfolio (3)	6/15/2021	22		876,731
Benchmark Distribution Center	6/18/2021	1		19,651
Key Logistics Portfolio	7/14/2021	48		916,766
Stonewood Logistics Center	7/16/2021	1		19,343
Heron Industrial Center	7/21/2021	1		25,999
Colony Crossing Logistics Portfolio	8/17/2021	2		21,569
Harvill Industrial Center Land	8/23/2021	—		7,532
Commerce Farms Logistics Center	8/25/2021	1		63,821
North County Commerce Center	8/30/2021	5		147,132
Performance Distribution Center	9/7/2021	1		29,532
Madison Distribution Center	9/17/2021	1		13,002
355 Logistics Center	10/1/2021	2		65,422
1 Stanley Drive	10/6/2021	1		22,239
Gilbert Gateway Commerce Park	10/6/2021	3		88,155
California Business Center	10/21/2021	2		31,070
Molto Portfolio	11/17/2021	6		204,964
Walker Mill Industrial Center	11/18/2021	1		17,205
Greater Boston Portfolio	11/22/2021	2		37,358
McDonald Portfolio	12/16/2021	14		395,754
Valwood Industrial Center	12/17/2021	4		43,132
Riggs Hill Industrial Center	12/17/2021	1		5,659
Port Crossing Logistics Center	12/21/2021	1		31,994
Hainesport Commerce Center	12/21/2021	1		132,810
Beltway Logistics Center	12/22/2021	1		28,053
Clackamas Industrial Center	12/23/2021	1		51,174
Total Acquisitions		128	$	3,507,041

(1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2022 and 2021 acquisitions.

(2) Two land parcels included in the acquisition of the Build-to-Core Logistics Portfolio II.

(3) Refer to “Note 4” for further detail regarding the acquisitions of the Build-To-Core Logistics Portfolio and the Build-To-Core Logistics Portfolio II as a result of the BTC I Partnership Transaction and the BTC II Partnership Transaction (as defined in “Note 4”).

(4) Two properties under construction included in the acquisition of County Line Corporate Park II.

Allocation of Purchase Price of Acquisitions

During the years ended December 31, 2022 and 2021, we allocated the purchase price of our acquisitions to land, building and improvements, construction in progress, and intangible lease assets and liabilities as follows:

	For the Year Ended December 31,
(in thousands)	2022			2021
Land	$	366,128	$	577,291
Building and improvements (1)		1,376,360		2,776,519
Intangible lease assets		122,357		210,332
Above-market lease assets		2,507		6,417
Construction in progress		62,059		8,067
Below-market lease liabilities		(40,767)		(71,585)
Total purchase price (2)	$	1,888,644	$	3,507,041

(1) Includes site improvements. Depreciable site improvement amounts as of December 31, 2021 been reclassified from land to building and improvements to conform to 2022 presentation. This reclassification had no impact on depreciation amounts.

(2) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2022 and 2021 acquisitions.

Intangible Lease Assets And Liabilities

Intangible lease assets and liabilities as of December 31, 2022 and 2021 included the following:

	As of December 31, 2022						As of December 31, 2021
			Accumulated						Accumulated
(in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Intangible lease assets (1)	$	466,663	$	(158,757)	$	307,906	$	332,176	$	(74,001)	$	258,175
Above-market lease assets (1)		12,869		(3,872)		8,997		10,362		(1,838)		8,524
Below-market lease liabilities		(129,823)		32,424		(97,399)		(89,056)		12,624		(76,432)

(1) Included in net investment in real estate properties on the consolidated balance sheets.

Estimated Net Amortization of Intangible Lease Assets and Liabilities

The following table details the estimated net amortization of such intangible lease assets and liabilities, as of December 31, 2022, for the next five years and thereafter:

	Estimated Net Amortization
	Intangible		Above-Market		Below-Market
(in thousands)	Lease Assets		Lease Assets		Lease Liabilities
Year 1	$	85,449	$	2,066	$	23,541
Year 2		65,473		1,741		19,159
Year 3		49,214		1,551		16,165
Year 4		34,399		1,269		11,902
Year 5		20,532		813		6,418
Thereafter		52,839		1,557		20,214
Total	$	307,906	$	8,997	$	97,399

Future Minimum Rent

Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to us from our customers under the terms of non-cancelable operating leases in effect as of December 31, 2022, excluding rental revenues from the potential renewal or replacement of existing leases, were as follows for the next five years and thereafter:

	As of
(in thousands)	December 31, 2022
Year 1	$	302,379
Year 2		277,661
Year 3		236,649
Year 4		188,981
Year 5		138,921
Thereafter		331,273
Total	$	1,475,864

Rental Revenue And Depreciation And Amortization Expense

The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above-and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Increase (Decrease) to Rental Revenue:
Straight-line rent adjustments	$	16,682	$	9,101	$	4,859
Above-market lease amortization		(2,034)		(1,144)		(483)
Below-market lease amortization		19,800		6,762		3,368
Real Estate-Related Depreciation and Amortization:
Depreciation expense	$	181,214	$	70,898	$	25,489
Intangible lease asset amortization		84,756		41,303		20,994

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DEBT (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

	Weighted-Average Effective
	Interest Rate as of					Balance as of
	December 31,		December 31,			December 31,		December 31,
($ in thousands)	2022		2021		Maturity Date	2022		2021
Line of credit (1)	5.71	%	1.40	%	March 2025	$	90,000	$	—
Term loan (2)	2.87		2.23		March 2027		550,000		415,000
Term loan (3)	3.65		1.66		May 2026		600,000		600,000
Fixed-rate mortgage notes (4)	3.58		2.93		August 2024 - January 2029		996,720		628,890
Floating-rate mortgage notes (5)	3.68		1.74		January 2025 - July 2025		617,250		617,250
Total principal amount / weighted-average (6)	3.55	%	2.14	%		$	2,853,970	$	2,261,140
Less unamortized debt issuance costs							(26,784)		(16,106)
Add unamortized mark-to-market adjustment on assumed debt							427		639
Total debt, net						$	2,827,613	$	2,245,673
Gross book value of properties encumbered by debt						$	2,389,179	$	1,835,561

(1) The effective interest rate is calculated based on either: (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus a 10 basis point adjustment (“Adjusted Term SOFR”) plus a margin ranging from 1.25% to 2.00%; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.0%, each depending on our consolidated leverage ratio. Customary fall-back provisions apply if Term SOFR is unavailable. The line of credit is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments. As of December 31, 2022, total commitments for the line of credit were $1.0 billion, and the unused and available portions under the line of credit were both $910.0 million.

(2) The effective interest rate is calculated based on either (i) Adjusted Term SOFR plus a margin ranging from 1.20% to 1.90%; or (ii) an alternative base rate plus a margin ranging from 0.20% to 0.90%, depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for the term loan. As of December 31, 2022, total commitments for the term loan were $550.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments.

(3) The effective interest rate is calculated based on Term SOFR plus a 11.448 basis point adjustment plus a margin ranging from 1.35% to 2.20%; or (ii) an alternative base rate plus a margin ranging from 0.35% to 1.20%, depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for $525.0 million of borrowings. As of December 31, 2022, total commitments for the term loan were $600.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments.

(4) Interest rates range from 2.85% to 4.71%. The assets and credit of each of our consolidated properties pledged as collateral for our mortgage notes are not available to satisfy our other debt and obligations, unless we first satisfy the mortgage notes payable on the respective underlying properties.

(5) The effective interest rate of the $209.3 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.50%, including the effects of an interest rate cap agreement on $170.0 million of borrowings. The effective interest rate of the $408.0 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.65%, including the effects of an interest rate cap agreements.

(6) The weighted-average remaining term of our consolidated debt was approximately 3.6 years as of December 31, 2022, excluding any extension options on the line of credit and the floating-rate mortgage notes.

Schedule of Maturities of Long-term Debt

As of December 31, 2022, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows:

(in thousands)	Line of Credit (1)		Term Loans		Mortgage Notes (2)		Total
2023	$	—	$	—	$	—	$	—
2024		—		—		38,000		38,000
2025		90,000		—		985,080		1,075,080
2026		—		600,000		—		600,000
2027		—		550,000		129,750		679,750
Thereafter		—		—		461,140		461,140
Total principal payments	$	90,000	$	1,150,000	$	1,613,970	$	2,853,970

(1) The line of credit matures in March 2025 and the term may be extended pursuant to two one-year extension options, subject to certain conditions.

(2) The $209.3 million mortgage note matures in July 2025 and the term may be extended pursuant to a one-year extension option, subject to certain conditions. The $408.0 million mortgage note matures in January 2025 and the $367.8 million mortgage note matures in July 2025 and the terms of both may be extended pursuant to two one-year extension options, subject to certain conditions.

Schedule of Derivative Instruments

The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets as of December 31, 2022 and 2021:

	Number of	Notional		Balance Sheet	Fair
($ in thousands)	Contracts	Amount		Location	Value
As of December 31, 2022
Interest rate swaps	17	$	1,442,830	Derivative instruments	$	70,994
Interest rate caps	2		578,000	Derivative instruments		28,339
Total derivative instruments	19	$	2,020,830		$	99,333
As of December 31, 2021
Interest rate swaps	10	$	575,000	Derivative instruments	$	2,653
Interest rate caps	2		578,000	Derivative instruments		3,164
Total derivative instruments	12	$	1,153,000		$	5,817

Derivative Instruments, Gain (Loss)

The following table presents the effect of our derivative instruments on our consolidated financial statements:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Derivative Instruments Designated as Cash Flow Hedges
Gain (loss) recognized in AOCI	$	73,592	$	8,298	$	(14,140)
Amount reclassified from AOCI (out of) into interest expense		(5,251)		4,164		2,141
Total interest expense presented in the consolidated statements of operations in which the effects of the cash flow hedges are recorded		150,824		30,463		13,012
Derivative Instruments Not Designated as Cash Flow Hedges
Gain (loss) recognized in other (income) expenses	$	28,628	$	(177)	$	—

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DST PROGRAM (Tables)

12 Months Ended

Dec. 31, 2022

Delaware Statutory Trust Program [Abstract]

Schedule Of DST Program activity

The following table presents our DST Program activity for the years ended December 31, 2022, 2021, and 2020:

		For the Year Ended December 31,
(in thousands)		2022		2021		2020 (1)
DST Interests sold	$	768,639	$	492,168	$	—
DST Interests financed by DST Program Loans (2)		83,630		68,772		—
Income earned from DST Program Loans (3)		4,811		861		—
Financing obligation liability appreciation (4)		26,568		—		—
Rent obligation incurred under master lease agreements (4)		41,702		6,039		—

(1) The DST Program was not in place during the year ended December 31, 2020.

(2) DST Program Loans are presented net of repayments.

(3) Included in other income and expenses on consolidated statements of operations.

(4) Included in interest expense on consolidated statements of operations.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair value of instruments measured on a recurring basis

							Total
(in thousands)	Level 1		Level 2		Level 3		Fair Value
As of December 31, 2022
Assets
Interest rate swaps	$	—	$	70,994	$	—	$	70,994
Interest rate caps		—		28,339		—		28,339
Available-for-sale debt securities		—		60,033		—		60,033
Total assets measured at fair value	$	—	$	159,366	$	—	$	159,366
As of December 31, 2021
Assets
Interest rate swaps	$	—	$	2,653	$	—	$	2,653
Interest rate caps				3,164				3,164
Total assets measured at fair value	$	—	$	5,817	$	—	$	5,817

Fair value of instruments measured on a nonrecurring basis

	As of December 31, 2022				As of December 31, 2021
	Carrying		Fair		Carrying		Fair
(in thousands)	Value (1)		Value		Value (1)		Value
Assets:
DST Program Loans	$	152,402	$	146,728	$	68,772	$	68,772
Liabilities:
Term loans		1,150,000		1,150,000		1,015,000		1,015,000
Mortgage notes		1,613,970		1,521,046		1,246,140		1,247,307

(1) The carrying value reflects the principal amount outstanding.

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STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Summary of Changes in Shares Outstanding for Each Class of Common Stock

The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below:

	Class T	Class D	Class I	Total
(in thousands)	Shares	Shares	Shares (1)	Shares
Balance as of December 31, 2019	45,240	2,736	1,299	49,275
Issuance of common stock:
Primary shares	83,136	5,032	1,451	89,619
DRIP	2,622	155	64	2,841
Stock grants	—	—	229	229
Redemptions	(433)	(57)	(3)	(493)
Balance as of December 31, 2020	130,565	7,866	3,040	141,471
Issuance of common stock:
Primary shares	73,534	5,614	33,790	112,938
DRIP	4,234	283	387	4,904
Stock grants, net of cancellations	—	—	233	233
Redemptions	(2,204)	(114)	(32)	(2,350)
Forfeitures	—	—	(27)	(27)
Balance as of December 31, 2021	206,129	13,649	37,391	257,169
Issuance of common stock:
Primary shares	40,034	7,308	18,636	65,978
DRIP	4,002	355	981	5,338
Stock grants, net of cancellations	—	—	193	193
Redemptions	(9,120)	(735)	(4,254)	(14,109)
Conversions	(13,780)	—	13,780	—
Forfeitures	—	—	(25)	(25)
Balance as of December 31, 2022	227,265	20,577	66,702	314,544

(1) Includes 20,000 Class I shares sold to the Advisor in November 2014. See “Note 11” for additional information.

Summary of Distribution Activity

	Amount
			Common Stock
	Declared per		Distributions		Other Cash		Reinvested		Distribution		Gross
(in thousands, except per share data)	Common Share (1)		Paid in Cash		Distributions (2)		in Shares		Fees (3)		Distributions (4)
2022
December 31	$	0.13625	$	14,969	$	618	$	20,516	$	7,363	$	43,466
September 30		0.13625		14,593		618		19,942		7,304		42,457
June 30		0.13625		13,674		618		18,953		6,852		40,097
March 31		0.13625		13,043		639		18,158		5,656		37,496
Total	$	0.54500	$	56,279	$	2,493	$	77,569	$	27,175	$	163,516
2021
December 31	$	0.13625	$	12,429	$	179	$	16,900	$	5,146	$	34,654
September 30		0.13625		11,020		178		15,219		4,263		30,680
June 30		0.13625		8,552		179		12,295		3,373		24,399
March 31		0.13625		6,721		179		10,310		3,240		20,450
Total	$	0.54500	$	38,722	$	715	$	54,724	$	16,022	$	110,183
2020
December 31	$	0.13625	$	6,159	$	50	$	9,315	$	3,230	$	18,754
September 30		0.13625		5,601		49		8,451		2,952		17,053
June 30		0.13625		5,194		49		7,812		2,710		15,765
March 31		0.13625		3,339		49		5,077		1,742		10,207
	$	0.54500	$	20,293	$	197	$	30,655	$	10,634	$	61,779

(1) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class T share, per Class D share, and per Class I share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class D shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class D shares.

(2) Consists of distributions paid to holders of OP Units for redeemable noncontrolling interests.

(3) Distribution fees are paid monthly to Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to Class T shares and Class D shares issued in the primary portion of our public offerings only. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. Refer to “Note 11” for further detail regarding distribution fees.

(4) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class D shares issued in the primary portion of our public offerings.

Share Redemption Activity

Below is a summary of redemptions and repurchases pursuant to our share redemption program for the years ended December 31, 2022, 2021 and 2020. All eligible redemption requests were fulfilled for the periods presented. Our board of directors may modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Number of eligible shares redeemed		14,109		2,350		493
Aggregate dollar amount of shares redeemed	$	213,444	$	25,109	$	4,867
Average redemption price per share	$	15.13	$	10.68	$	9.87

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REDEEMABLE NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 2022

Redeemable Noncontrolling Interest [Abstract]

Schedule of redeemable noncontrolling interest activity

The following table summarizes the redeemable noncontrolling interests activity for the years ended December 31, 2022 and 2021:

	For the Year Ended December 31,
($ in thousands)	2022		2021
Balance at beginning of the year	$	15,687	$	3,648
Settlement of prior year performance participation allocation (1)		81,185		9,640
Distributions to redeemable noncontrolling interests		(2,493)		(715)
Redemptions of redeemable noncontrolling interests (2)		(40,915)		—
Net loss attributable to redeemable noncontrolling interests		(4,874)		(498)
Change from cash flow hedging activities and available-for-sale securities attributable to redeemable noncontrolling interests		1,043		81
Redemption value allocation adjustment to redeemable noncontrolling interests (3)		19,920		3,531
Ending balance	$	69,553	$	15,687

(1) The 2021 performance participation allocation in the amount of $81.2 million became payable on December 31, 2021, and was issued as 6,494,463 Class I OP Units in January 2022 to the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”), AIREIT Incentive Fee LP (the “Special Unit Holder”). At the direction of the Advisor, and in light of our Former Sponsor having been the holder of the Special Units, for the first six months of 2021, the Special Unit Holder designated 3,221,460 of these Class I OP Units to entities affiliated with our Former Sponsor. The Special Unit Holder transferred 3,273,003 Class I OP Units to the Advisor thereafter. The 2020 performance participation allocation in the amount of $9.6 million became payable to the Former Sponsor, as the former holder of the Special Units, on December 31, 2020. At the Former Advisor’s election, it was paid in the form of Class I OP Units valued at $9.6 million (based on the NAV per unit as of December 31, 2020), which were issued to the Former Sponsor in January 2021 and subsequently transferred to its members or their affiliates.

(2) At the request of the Advisor, the Operating Partnership redeemed all Class I OP Units issued to the Advisor in January 2022 for $40.9 million.

(3) Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value at the end of the measurement period.

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Preliminary Taxability of Distributions on Common Shares

	For the Year Ended December 31,
(unaudited)	2022		2021		2020
Ordinary income	—	%	11.6	%	7.1	%
Non-taxable return of capital	100.0		34.8		92.9
Long-term capital gain	—		53.6		—
Total distribution	100.0	%	100.0	%	100.0	%

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RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2022

Related Party Transactions [Abstract]

Schedule of Related Party Dealer Manager Fees

	Class T		Class D		Class I
Selling commissions (as % of offering price)	up to 2.0	%	—	%	—	%
Dealer manager fees (as % of offering price)	up to 2.5	%	—	%	—	%
Distribution fees (as % of NAV per annum)	0.85	%	0.50	%	—	%

Summary of Fees and Expenses Incurred by Company

	For the Year Ended December 31,						Payable as of
(in thousands)	2022		2021		2020		December 31, 2022		December 31, 2021
Selling commissions and dealer manager fees (1)	$	22,815	$	15,046	$	39,190	$	—	$	—
Ongoing distribution fees (1)(2)		27,175		16,022		10,634		2,459		1,779
Advisory fee—fixed component		67,561		28,558		9,653		6,371		3,864
Performance participation allocation (3)		140,505		81,185		9,640		140,505		81,185
Other expense reimbursements (4)(5)		12,452		11,434		9,928		2,624		707
Property accounting fee (6)		2,803		1,262		603		269		166
DST Program selling commissions, dealer manager fees and distribution fees (1)		8,584		3,527		—		672		190
Other DST Program related costs (5)		9,974		5,925		—		145		61
Development fees (7)		8,460		937		24		471		78
Total	$	300,329	$	163,896	$	79,672	$	153,516	$	88,030

(1) All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.

(2) The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable were approximately $92.1 million and $85.4 million as of December 31, 2022 and 2021, respectively.

(3) The 2022 performance participation allocation in the amount of $140.5 million became payable on December 31, 2022, and the Advisor elected to settle the amounts owed partially in cash in the amount of $77.8 million and the remainder in 4.1 million OP Units.

(4) Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the Advisory Agreement, including, but not limited to, certain expenses described below after footnote 7, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.

(5) Includes costs reimbursed to the Advisor related to the DST Program.

(6) The cost of the property management fee, including the property accounting fee, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain limited circumstances, we may pay for a portion of the property management fee, including the property accounting fee, without reimbursement from the tenant or tenants at a real property.

(7) Development fees are included in the total development project costs of the respective properties and are capitalized in construction in progress, which is included in net investment in real estate properties on our consolidated balance sheets. Amounts also include our proportionate share of development acquisition fees relating to the BTC Partnerships, which are included in investment in unconsolidated joint venture partnership(s) on our consolidated balance sheets.

Schedule Fees and Expenses to the Advisor and Its Affiliates

The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the Expense Support Agreement. The Expense Support Agreement was not renewed after the expiration of its effective term on December 31, 2020. The total aggregate amount paid by the Advisor pursuant to the Expense Support Agreement was $27.1 million, and as of December 31, 2020, all reimbursable amounts had been paid in their entirety, and no amounts remain to be reimbursed to the Advisor.

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Fees deferred	$	—	$	—	$	3,896
Other expenses supported		—		—		9,609
Total expense support from Advisor	$	—	$	—	$	13,505
Reimbursement of previously deferred fees and other expenses supported		—		—		(13,505)
Total expense support from Advisor, net (1)	$	—	$	—	$	—

(1) As of December 31, 2022, 2021 and 2020, no amounts related to expense support were payable to or receivable from the Advisor.

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NET INCOME (LOSS) PER COMMON SHARE (Tables)

12 Months Ended

Dec. 31, 2022

NET INCOME (LOSS) PER COMMON SHARE

Schedule of basic and diluted net income (loss) per share attributable to common stockholders

The computation of our basic and diluted net income (loss) per share attributable to common stockholders is as follows:

	For the Year Ended December 31,
(in thousands, except per share data)	2022		2021		2020
Net loss attributable to common stockholders—basic	$	(308,079)	$	(75,349)	$	(30,097)
Net loss attributable to redeemable noncontrolling interests		(4,874)		(498)		(83)
Net loss attributable to noncontrolling interests		38		20		5
Net loss attributable to common stockholders—diluted	$	(312,915)	$	(75,827)	$	(30,175)
Weighted-average shares outstanding—basic		295,683		201,169		113,145
Incremental weighted-average shares outstanding—diluted		4,533		1,311		361
Weighted-average shares outstanding—diluted		300,216		202,480		113,506
Net loss per share attributable to common stockholders:
Basic	$	(1.04)	$	(0.37)	$	(0.27)
Diluted	$	(1.04)	$	(0.37)	$	(0.27)

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Non-Cash Investing and Financing Activities

Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows:

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Interest paid related to consolidated indebtedness, net of capitalized interest	$	70,667	$	21,772	$	12,180
Interest paid related to DST Program		32,157		1,757		—
Distributions payable		14,499		11,747		6,450
Distributions reinvested in common stock		76,434		52,223		28,590
Net increase in DST Program Loans receivable through DST Program capital raising		83,630		68,772		—
Redeemable noncontrolling interests issued as settlement of performance participation allocation		81,185		9,640		2,913
Non-cash redemption of minority ownership interest in unconsolidated joint venture partnership		91,028		279,340		—
Change in accrued future ongoing distribution fees		6,726		40,458		28,493
Change in accrued capital expenditures		58,902		2,433		2,242
Non-cash selling commissions and dealer manager fees		22,815		15,046		39,190

Reconciliation of Cash, Cash Equivalents and Restricted Cash

	For the Year Ended December 31,
(in thousands)	2022		2021		2020
Beginning of period:
Cash and cash equivalents	$	216,848	$	232,369	$	51,178
Restricted cash		887		530		—
Cash, cash equivalents and restricted cash	$	217,735	$	232,899	$	51,178
End of period:
Cash and cash equivalents	$	79,524	$	216,848	$	232,369
Restricted cash		499		887		530
Cash, cash equivalents and restricted cash	$	80,023	$	217,735	$	232,899

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NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

Schedule of Subsidiaries REIT owned by the company

					Annual		Dividend Payable as of December 31,
Subsidiary REIT Acquisition	Date Acquired	Number of Shares		Par Value	Preferred Dividend		2022 (1)		2021 (1)
Executive Airport II	9/3/2020	125	$	1,000	12.5%	$	7,812	$	7,812
Build-To-Core Logistics Portfolio	6/15/2021	122	$	500	12.0%	$	—	$	—
Hainesport Commerce Center	12/21/2021	125	$	1,000	12.0%	$	—	$	—

(1) Recorded in accounts payable and accrued expenses on our consolidated balance sheets.

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DESCRIPTION OF BUSINESS (Additional Information) (Details)	12 Months Ended
	Dec. 31, 2022 building segment	Dec. 31, 2021 building
Real Estate Properties [Line Items]
Number of real estate properties	243
Number of reportable segments | segment	1
Wholly Owned Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	243	193

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Additional Information) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Fair value of debt assumed in asset acquisitions	$ 0	$ 0
Joint venture impairment losses	0
Capitalized interest	7,300,000	1,200,000	$ 600,000
Allowance for doubtful accounts	500,000	0
Long Term Financing
Summary Of Significant Accounting Policies [Line Items]
Accumulated amortization of debt issuance costs	11,900,000	5,300,000
Amortization of debt issuance costs	7,100,000	2,400,000	1,200,000
Financing Obligations
Summary Of Significant Accounting Policies [Line Items]
Accumulated amortization of debt issuance costs	800,000	0
Amortization of debt issuance costs	$ 800,000	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property Plant and Equipment) (Details) - Building and Building Improvements [Member]	12 Months Ended
	Dec. 31, 2022
Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Available-for-sale debt securities) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Abstract]
Credit loss	$ 0
Number Of Available For Sale Debt Securities | item	5
Face Amount	$ 62,420
Amortized Cost	59,708
Unamortized Discount	2,712
Unrealized Gain, Net	326
Fair Value	$ 60,033	$ 0	$ 0

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INVESTMENT IN REAL ESTATE PROPERTIES (Narrative) (Details) - building	Dec. 31, 2022	Dec. 31, 2021
Real Estate Properties [Line Items]
Number of industrial properties	243
Number of real estate properties owned are in construction	9
Number of real estate properties owned are in pre-construction	2	1
Wholly Owned Properties [Member]
Real Estate Properties [Line Items]
Number of industrial properties	243	193

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INVESTMENT IN REAL ESTATE PROPERTIES (Investment in Properties) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Real Estate [Abstract]
Land	$ 1,284,003	$ 918,000
Building and improvements	5,139,402	3,719,548
Intangible lease assets	479,532	342,538
Construction in progress	285,214	27,075
Investment in real estate properties	7,188,151	5,007,161
Less accumulated depreciation and amortization	(454,273)	(186,269)	$ (72,924)	$ (25,988)
Net investment in real estate properties	$ 6,733,878	$ 4,820,892

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INVESTMENT IN REAL ESTATE PROPERTIES (Schedule of Asset Acquisitions) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) building item property	Dec. 31, 2021 USD ($) building property
Asset Acquisition [Line Items]
Number of real estate properties | building	243
Percentage of assets acquired	100.00%	100.00%
Debt assumed at fair value	$ 0	$ 0
Asset Acquisition
Asset Acquisition [Line Items]
Number of real estate properties | building	49	128
Total Purchase Price	$ 1,888,644	$ 3,507,041
Debt assumed at fair value	$ 0	$ 0
Gerwig Distribution Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 19,274
Harvill Business Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 60,588
Princess Logistics Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 74,075
Rancho Cucamonga Business Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 24,624
Norton Distribution Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 32,413
Build-To-Core Logistics Portfolio.
Asset Acquisition [Line Items]
Number of real estate properties | property		22
Total Purchase Price		$ 876,731
Build-to-Core Logistics Portfolio II
Asset Acquisition [Line Items]
Number of real estate properties | building	9
Total Purchase Price	$ 359,202
Build-to-Core Logistics Portfolio II | Land Parcels
Asset Acquisition [Line Items]
Number of real estate properties | item	2
Northlake Logistics Crossing
Asset Acquisition [Line Items]
Total Purchase Price	$ 21,569
Tampa Commerce Center
Asset Acquisition [Line Items]
Total Purchase Price	$ 6,270
Medley 104 Industrial Center
Asset Acquisition [Line Items]
Number of real estate properties | building	1
Total Purchase Price	$ 53,670
IDI U.S. Logistics Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building	7
Total Purchase Price	$ 419,970
Chicago Growth Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building	14
Total Purchase Price	$ 182,135
4 Studebaker
Asset Acquisition [Line Items]
Number of real estate properties | building	1
Total Purchase Price	$ 33,188
Southeast Orlando Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building	5
Total Purchase Price	$ 138,540
I-465 East Logistics Center
Asset Acquisition [Line Items]
Number of real estate properties | building	1
Total Purchase Price	$ 18,923
Benchmark Distribution Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 19,651
Key Logistics Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building		48
Total Purchase Price		$ 916,766
Stonewood Logistics Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 19,343
Heron Industrial Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 25,999
Colony Crossing Logistics Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building		2
Total Purchase Price		$ 21,569
Harvill Industrial Center
Asset Acquisition [Line Items]
Total Purchase Price		$ 7,532
Commerce Farms Logistics Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 63,821
North County Commerce Center
Asset Acquisition [Line Items]
Number of real estate properties | building		5
Total Purchase Price		$ 147,132
Performance Distribution Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 29,532
Madison Distribution Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 13,002
355 Logistics Center
Asset Acquisition [Line Items]
Number of real estate properties | building		2
Total Purchase Price		$ 65,422
Beltway Logistics Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 28,053
Stanley Drive
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 22,239
Clackamas Industrial Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 51,174
Port Crossing Logistics Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 31,994
Riggs Hill Industrial Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 5,659
Hainesport Commerce Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 132,810
McDonald Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building		14
Total Purchase Price		$ 395,754
Walker Mill Industrial Center
Asset Acquisition [Line Items]
Number of real estate properties | building		1
Total Purchase Price		$ 17,205
Valwood Industrial Center
Asset Acquisition [Line Items]
Number of real estate properties | building		4
Total Purchase Price		$ 43,132
Greater Boston Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building		2
Total Purchase Price		$ 37,358
Molto Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building		6
Total Purchase Price		$ 204,964
California Business Center
Asset Acquisition [Line Items]
Number of real estate properties | building		2
Total Purchase Price		$ 31,070
Gilbert Gateway Commerce Park [Member]
Asset Acquisition [Line Items]
Number of real estate properties | building		3
Total Purchase Price		$ 88,155
Industry Corporate Center
Asset Acquisition [Line Items]
Number of real estate properties | building	1
Total Purchase Price	$ 52,086
County Line Corporate Park
Asset Acquisition [Line Items]
Total Purchase Price	62,080
Robbinsville Distribution Center
Asset Acquisition [Line Items]
Total Purchase Price	$ 364
Innovation I & II Corporate Center
Asset Acquisition [Line Items]
Number of real estate properties | building	2
Total Purchase Price	$ 63,939
IDI 2022 National Portfolio
Asset Acquisition [Line Items]
Number of real estate properties | building	6
Total Purchase Price	$ 246,773
I-80 Logistics Park I-II
Asset Acquisition [Line Items]
Number of real estate properties | building	1
Total Purchase Price	$ 138,530
Commonwealth Logistics Center
Asset Acquisition [Line Items]
Total Purchase Price	$ 8,927
County Line Corporate Park II (4)
Asset Acquisition [Line Items]
Number of real estate properties | building	1
Total Purchase Price	$ 82,478
Number of properties under construction | property	2

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INVESTMENT IN REAL ESTATE PROPERTIES (Purchase Price Allocation) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Asset Acquisition [Line Items]
Land	$ 366,128	$ 577,291
Building and improvements	1,376,360	2,776,519
Intangible lease assets	122,357	210,332
Above-market lease assets	2,507	6,417
Construction in progress	62,059	8,067
Below-market lease liabilities	(40,767)	(71,585)
Total purchase price	1,888,644	3,507,041
Debt assumed at fair value	0	0
Asset Acquisition [Member]
Asset Acquisition [Line Items]
Debt assumed at fair value	$ 0	$ 0

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INVESTMENT IN REAL ESTATE PROPERTIES (Narrative) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible lease assets
Asset Acquisition [Line Items]
Weighted-average amortization period of acquired finite-lived intangible assets	4 years 10 months 24 days	4 years 10 months 24 days

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INVESTMENT IN REAL ESTATE PROPERTIES (Summary of Intangible Lease Assets and Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-lived Intangible Assets [Roll Forward]
Gross	$ 479,532	$ 342,538
Below Market Lease [Roll Forward]
Gross	(129,823)	(89,056)
Accumulated Amortization	32,424	12,624
Net	(97,399)	(76,432)
Intangible lease assets
Finite-lived Intangible Assets [Roll Forward]
Gross	466,663	332,176
Accumulated Amortization	(158,757)	(74,001)
Total	307,906	258,175
Above-market lease assets
Finite-lived Intangible Assets [Roll Forward]
Gross	12,869	10,362
Accumulated Amortization	(3,872)	(1,838)
Total	$ 8,997	$ 8,524

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INVESTMENT IN REAL ESTATE PROPERTIES (Estimated Net Amortization of Intangible Lease Assets and Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets And Liabilities [Line Items]
Year 1	$ 23,541
Year 2	19,159
Year 3	16,165
Year 4	11,902
Year 5	6,418
Thereafter	20,214
Total	97,399	$ 76,432
Intangible lease assets
Finite-Lived Intangible Assets And Liabilities [Line Items]
Year 1	85,449
Year 2	65,473
Year 3	49,214
Year 4	34,399
Year 5	20,532
Thereafter	52,839
Total	307,906	258,175
Above-market lease assets
Finite-Lived Intangible Assets And Liabilities [Line Items]
Year 1	2,066
Year 2	1,741
Year 3	1,551
Year 4	1,269
Year 5	813
Thereafter	1,557
Total	$ 8,997	$ 8,524

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INVESTMENT IN REAL ESTATE PROPERTIES (Summary of Rental Revenue Adjustments and Depreciation and Amortization Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Increase (Decrease) to Rental Revenue:
Straight-line rent adjustments	$ (16,682)	$ (9,101)	$ (4,859)
Real Estate-Related Depreciation and Amortization:
Depreciation expense	181,214	70,898	25,489
Intangible lease asset amortization	84,756	41,303	20,994
Above-market lease assets
Increase (Decrease) to Rental Revenue:
Amortization of above and below Market Leases	(2,034)	(1,144)	(483)
Below Market Lease
Increase (Decrease) to Rental Revenue:
Amortization of above and below Market Leases	$ 19,800	$ 6,762	$ 3,368

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INVESTMENT IN REAL ESTATE PROPERTIES (Future Minimum Rents) (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Real Estate [Abstract]
Year 1	$ 302,379
Year 2	277,661
Year 3	236,649
Year 4	188,981
Year 5	138,921
Thereafter	331,273
Total	$ 1,475,864

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INVESTMENT IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS (Narrative) (Details) $ in Thousands			12 Months Ended
	Feb. 15, 2022 USD ($) item property	Jun. 15, 2021	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 15, 2020 item
Schedule of Equity Method Investments [Line Items]
Number of joint venture partnerships | item						2
Investment in Partnerships			$ 19,668	$ 101,769
Incremental additional cash investment			259,526	$ 584,809	$ 0
BTC II B Partnership
Schedule of Equity Method Investments [Line Items]
Investment in Partnerships			19,700
Outside basis difference			$ 5,300
BTC II Partnership | BTC II Partnership Agreement | BTC II Partnership
Schedule of Equity Method Investments [Line Items]
Ownership Percentage		0.00%
BTC II Partnership | BTC II B Partnership Agreement | BTC II B Partnership
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	8.00%		8.00%
BCG Limited Partner | BTC II Partnership
Schedule of Equity Method Investments [Line Items]
Redemption value	$ 24,900
BTC I Partnership | BTC II Partnership | BTC II Partnership Agreement
Schedule of Equity Method Investments [Line Items]
Ownership interest in half of portfolio		100.00%
BTC II Partnership | BTC I Partnership
Schedule of Equity Method Investments [Line Items]
Number of joint venture partners who participated in split of properties | item	3
Number of joint venture partners | item	4
BTC II Partnership | BTC II Partnership | BTC II B Partnership Agreement
Schedule of Equity Method Investments [Line Items]
Number of properties | property	5		5

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DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Weighted-Average Effective Interest Rate	3.55%	2.14%
Principal amount	$ 2,853,970	$ 2,261,140
Less unamortized debt issuance costs	(26,784)	(16,106)
Add unamortized mark-to-market adjustment on assumed debt	427	639
Total debt, net	2,827,613	2,245,673
Gross book value of properties encumbered by debt	2,389,179	1,835,561
Amount of interest incurred related to indebtedness	$ 82,200	$ 23,500	$ 12,600
Weighted Average
Debt Instrument [Line Items]
Remaining debt term (in years)	3 years 7 months 6 days
Line of Credit
Debt Instrument [Line Items]
Weighted-Average Effective Interest Rate	5.71%	1.40%
Principal amount	$ 90,000
Maximum Borrowing Capacity	1,000,000
Unused and available portions under the term loan	$ 910,000
Line of Credit | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	0.10%	0.10%
Line of Credit | SOFR | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%	1.25%
Line of Credit | SOFR | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%	2.00%
Line of Credit | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	0.25%	0.25%
Line of Credit | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%	1.00%
Term Loan
Debt Instrument [Line Items]
Principal amount	$ 1,150,000
Term Loan (Maturity date March 2027)
Debt Instrument [Line Items]
Weighted-Average Effective Interest Rate	2.87%	2.23%
Principal amount	$ 550,000	$ 415,000
Debt Instrument, Unused Borrowing Capacity, Fee	$ 550,000
Term Loan (Maturity date March 2027) | SOFR | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.20%	1.20%
Term Loan (Maturity date March 2027) | SOFR | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.90%	1.90%
Term Loan (Maturity date March 2027) | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	0.20%	0.20%
Term Loan (Maturity date March 2027) | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	0.90%	0.90%
Term Loan (Maturity date May 2026)
Debt Instrument [Line Items]
Weighted-Average Effective Interest Rate	3.65%	1.66%
Principal amount	$ 600,000	$ 600,000
Debt Instrument, Unused Borrowing Capacity, Fee	$ 600,000
Term Loan (Maturity date May 2026) | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	0.11448%	0.11448%
Term Loan (Maturity date May 2026) | SOFR | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.35%	1.35%
Term Loan (Maturity date May 2026) | SOFR | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	2.20%	2.20%
Term Loan (Maturity date May 2026) | SOFR | Interest Rate Swap
Debt Instrument [Line Items]
Principal amount	$ 525,000
Term Loan (Maturity date May 2026) | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	0.35%	0.35%
Term Loan (Maturity date May 2026) | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.20%	1.20%
Mortgage Notes
Debt Instrument [Line Items]
Principal amount	$ 1,613,970
Fixed-rate mortgage notes
Debt Instrument [Line Items]
Weighted-Average Effective Interest Rate	3.58%	2.93%
Principal amount	$ 996,720	$ 628,890
Fixed-rate mortgage notes | Minimum
Debt Instrument [Line Items]
Interest rates (as a percent)	2.85%	2.85%
Fixed-rate mortgage notes | Maximum
Debt Instrument [Line Items]
Interest rates (as a percent)	4.71%	4.71%
Floating-rate mortgage notes
Debt Instrument [Line Items]
Weighted-Average Effective Interest Rate	3.68%	1.74%
Principal amount	$ 617,250	$ 617,250
Variable Rate Secured Mortgage Note Maturity January 2025
Debt Instrument [Line Items]
Principal amount	$ 408,000	$ 408,000
Variable Rate Secured Mortgage Note Maturity January 2025 | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	1.65%	1.65%
Variable Rate 1.85 Percentage Secured Mortgage Note Maturity January 2025
Debt Instrument [Line Items]
Principal amount	$ 367,800
Variable Rate Secured Mortgage Note Maturity July 2025
Debt Instrument [Line Items]
Principal amount	$ 209,300	$ 209,300
Variable Rate Secured Mortgage Note Maturity July 2025 | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%	1.50%
Variable Rate Secured Mortgage Note Maturity July 2025 | SOFR | Interest Rate Swap
Debt Instrument [Line Items]
Principal amount	$ 170,000	$ 170,000

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DEBT (Principal Payments on Debt) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
2024	$ 38,000
2025	1,075,080
2026	600,000
2027	679,750
Thereafter	461,140
Total principal payments	2,853,970	$ 2,261,140
Line of Credit
Debt Instrument [Line Items]
2025	90,000
Total principal payments	$ 90,000
Term of extension option	1 year
Number of extension options for extension term | item	2
Term Loan
Debt Instrument [Line Items]
2026	$ 600,000
2027	550,000
Total principal payments	1,150,000
Mortgage Notes
Debt Instrument [Line Items]
2024	38,000
2025	985,080
2027	129,750
Thereafter	461,140
Total principal payments	1,613,970
Fixed-rate mortgage notes
Debt Instrument [Line Items]
Total principal payments	996,720	628,890
Floating-rate mortgage notes
Debt Instrument [Line Items]
Total principal payments	617,250	617,250
Variable Rate Secured Mortgage Note Maturity January 2025
Debt Instrument [Line Items]
Total principal payments	$ 408,000	408,000
Term of extension option	1 year
Number of extension options for extension term | item	2
Variable Rate Secured Mortgage Note Maturity July 2025
Debt Instrument [Line Items]
Total principal payments	$ 209,300	$ 209,300
Term of extension option	1 year
Variable Rate 1.85 Percentage Secured Mortgage Note Maturity January 2025
Debt Instrument [Line Items]
Total principal payments	$ 367,800
Number of extension options for extension term | item	2

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DEBT (Summary of Location and Fair Value of Derivative Instruments) (Details) $ in Thousands	Dec. 31, 2022 USD ($) contract	Dec. 31, 2021 USD ($) contract
Debt Instrument [Line Items]
Decrease in cash flow hedge to be reclassified in next twelve months	$ 39,000
Number of Contracts | contract	19	12
Notional Amount	$ 2,020,830	$ 1,153,000
Derivative Asset	$ 99,333	$ 5,817
Interest Rate Swap
Debt Instrument [Line Items]
Number of Contracts | contract	17	10
Notional Amount	$ 1,442,830	$ 575,000
Derivative Asset	$ 70,994	$ 2,653
Interest Rate Caps
Debt Instrument [Line Items]
Number of Contracts | contract	2	2
Notional Amount	$ 578,000	$ 578,000
Derivative Asset	$ 28,339	$ 3,164

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DEBT (Effect of Derivative Financial Instruments on Financial Statements) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	$ 150,824	$ 30,463	$ 13,012
Designated as Hedging Instrument
Debt Instrument [Line Items]
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	150,824	30,463	13,012
Not Designated as Hedging Instrument
Debt Instrument [Line Items]
Gain (loss) recognized in other (income) expenses	28,628	(177)
Cash Flow Hedges | Designated as Hedging Instrument
Debt Instrument [Line Items]
Gain (loss) recognized in AOCI	73,592	8,298	(14,140)
Amount reclassified from AOCI (out of) into interest expense	$ (5,251)	$ 4,164	$ 2,141

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DST PROGRAM - DST Program activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
DST Program loans outstanding	$ 152,402	$ 68,772
Financing obligation liability appreciation	(26,568)	0	$ 0
Rent obligation incurred under master lease agreements	94,276	42,719	$ 19,550
D S T Program
DST Program loans outstanding	152,400	68,800
DST Interests sold	768,639	492,168
DST Interests financed by DST Program Loans	83,630	68,772
Income earned from DST Program Loans	4,811	861
Financing obligation liability appreciation	26,568
Rent obligation incurred under master lease agreements	$ 41,702	$ 6,039

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Recurring Basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 99,333	$ 5,817
Investment in available-for-sale debt securities, at fair value	60,033	0	$ 0
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	70,994	2,653
Interest Rate Caps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	28,339	3,164
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in available-for-sale debt securities, at fair value	60,033
Total assets measured at fair value	159,366	5,817
Recurring | Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	70,994	2,653
Recurring | Interest Rate Caps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	28,339	3,164
Level 2 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in available-for-sale debt securities, at fair value	60,033
Total assets measured at fair value	159,366	5,817
Level 2 | Recurring | Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	70,994	2,653
Level 2 | Recurring | Interest Rate Caps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 28,339	$ 3,164

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Nonrecurring Basis) (Details) - Nonrecurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Carrying Value
Assets:
DST Program Loans	$ 152,402	$ 68,772
Carrying Value | Term Loan
Liabilities:
Debt instruments, fair value disclosure	1,150,000	1,015,000
Carrying Value | Mortgage Notes
Liabilities:
Debt instruments, fair value disclosure	1,613,970	1,246,140
Fair Value
Assets:
DST Program Loans	146,728	68,772
Fair Value | Term Loan
Liabilities:
Debt instruments, fair value disclosure	1,150,000	1,015,000
Fair Value | Mortgage Notes
Liabilities:
Debt instruments, fair value disclosure	$ 1,521,046	$ 1,247,307

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STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Aug. 04, 2021
Class of Stock [Line Items]
Dollar value of primary shares of common stock in offering				$ 5,000,000
Issuance of common stock	$ 1,037,027	$ 1,253,111	$ 968,591
Issuance of common stock, shares	71,300
Common Stock
Class of Stock [Line Items]
Issuance of common stock	$ 715	$ 1,180	$ 928
Issuance of common stock, shares	71,518	118,048	92,689
Primary Offering
Class of Stock [Line Items]
Dollar value of primary shares of common stock in offering				3,750,000
DRIP
Class of Stock [Line Items]
Dollar value of primary shares of common stock in offering				$ 1,250,000
Issuance of common stock	$ 76,400

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STOCKHOLDERS' EQUITY (Summary of Changes in Shares Outstanding for Each Class of Common Stock) (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redemptions	(14,109)	(2,350)	(493)
Class T Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, shares	206,129
Ending balance, shares	227,265	206,129
Common stock, shares issued	227,265	206,129
Class D Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, shares	13,649
Ending balance, shares	20,577	13,649
Common stock, shares issued	20,577	13,649
Class I Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, shares	37,391
Ending balance, shares	66,702	37,391
Common stock, shares issued	66,702	37,391
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, shares	257,169	141,471	49,275
Primary shares	65,978	112,938	89,619
DRIP	5,338	4,904	2,841
Stock grants, net of cancellations	193	233	229
Redemptions	(14,109)	(2,350)	(493)
Forfeitures	(25)	(27)
Ending balance, shares	314,544	257,169	141,471
Common Stock | Class T Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, shares	206,129	130,565	45,240
Primary shares	40,034	73,534	83,136
DRIP	4,002	4,234	2,622
Redemptions	(9,120)	(2,204)	(433)
Conversions	(13,780)
Ending balance, shares	227,265	206,129	130,565
Common Stock | Class D Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, shares	13,649	7,866	2,736
Primary shares	7,308	5,614	5,032
DRIP	355	283	155
Redemptions	(735)	(114)	(57)
Ending balance, shares	20,577	13,649	7,866
Common Stock | Class I Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, shares	37,391	3,040	1,299
Primary shares	18,636	33,790	1,451
DRIP	981	387	64
Stock grants, net of cancellations	193	233	229
Redemptions	(4,254)	(32)	(3)
Conversions	13,780
Forfeitures	(25)	(27)
Ending balance, shares	66,702	37,391	3,040
Common Stock | Class I Shares | Ares Commercial Real Estate Management
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock, shares issued				20,000

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STOCKHOLDERS' EQUITY (Summary of Company's Cash Distribution Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended												12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Declared per Common Share (usd per share)	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.13625	$ 0.54500	$ 0.54500	$ 0.54500
Common Stock Distributions Paid in Cash	$ 14,969	$ 14,593	$ 13,674	$ 13,043	$ 12,429	$ 11,020	$ 8,552	$ 6,721	$ 6,159	$ 5,601	$ 5,194	$ 3,339	$ 56,279	$ 38,722	$ 20,293
Other Cash Distributions	618	618	618	639	179	178	179	179	50	49	49	49	2,493	715	197
Reinvested in Shares	20,516	19,942	18,953	18,158	16,900	15,219	12,295	10,310	9,315	8,451	7,812	5,077	77,569	54,724	30,655
Distribution Fees	7,363	7,304	6,852	5,656	5,146	4,263	3,373	3,240	3,230	2,952	2,710	1,742	27,175	16,022	10,634
Gross Distributions	$ 43,466	$ 42,457	$ 40,097	$ 37,496	$ 34,654	$ 30,680	$ 24,399	$ 20,450	$ 18,754	$ 17,053	$ 15,765	$ 10,207	$ 163,516	$ 110,183	$ 61,779

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STOCKHOLDERS' EQUITY (Share Redemption Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Number of eligible shares redeemed (in shares)	14,109	2,350	493
Aggregate dollar amount of shares redeemed	$ 213,444	$ 25,109	$ 4,867
Average redemption price per share (in dollars per share)	$ 15.13	$ 10.68	$ 9.87

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REDEEMABLE NONCONTROLLING INTERESTS (Redeemable noncontrolling interest activity) (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Redeemable Noncontrolling Interest [Line Items]
Beginning balance	$ 15,687	$ 15,687	$ 3,648
Settlement of prior year performance participation allocation		81,185	9,640
Distributions to redeemable noncontrolling interests		(2,493)	(715)	$ (197)
Redemptions of redeemable noncontrolling interests		(40,915)
Net loss attributable to redeemable noncontrolling interests		(4,874)	(498)	(83)
Change from cash flow hedging activities attributable to redeemable noncontrolling interests		1,043	81	(59)
Redemption value allocation adjustment to redeemable noncontrolling interests		19,920	3,531
Ending balance		69,553	15,687	3,648
Performance Participation Allocation. | AIREIT Incentive Fee LP | Operating Partnership Units
Redeemable Noncontrolling Interest [Line Items]
Issuance of OP Units (in shares)	6,494,463
Ares Commercial Real Estate Management
Redeemable Noncontrolling Interest [Line Items]
Due to Affiliate		153,516	$ 88,030
Ares Commercial Real Estate Management | Advisory Fee, Performance Component | Operating Partnership Units
Redeemable Noncontrolling Interest [Line Items]
Redemptions of redeemable noncontrolling interests	$ 40,900
Issuance of OP Units (in shares)			3,273,003
Ares Commercial Real Estate Management | Performance Participation Allocation.
Redeemable Noncontrolling Interest [Line Items]
Settlement of prior year performance participation allocation				9,600
Due to Affiliate		$ 140,505	$ 81,185	$ 9,600
Chairman, Mr. Zucker | Performance Participation Allocation. | Operating Partnership Units
Redeemable Noncontrolling Interest [Line Items]
Issuance of OP Units (in shares)	3,221,460

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INCOME TAXES (Additional Information) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Impact on uncertain tax positions from results of operations	$ 0.0	$ 0.0
Amount of incentive-based performance participation allocation	$ 140.5	$ 81.2
Percentage of Performance Participation Allocation in Cash	55.40%

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INCOME TAXES (Preliminary Taxability of Distributions on Common Shares) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Ordinary income		11.60%	7.10%
Non-taxable return of capital	100.00%	34.80%	92.90%
Long-term capital Gain		53.60%
Total distribution	100.00%	100.00%	100.00%

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RELATED PARTY TRANSACTIONS (Selling Commissions, Dealer Manager Fees and Distribution Fees) (Details)		1 Months Ended	12 Months Ended
	Jan. 01, 2022	Feb. 28, 2021	Dec. 31, 2022
Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Advisory agreement period			1 year
Ares Commercial Real Estate Management | Selling Commissions And Dealer Manager
Related Party Transaction [Line Items]
Distribution fees threshold to cease payment			8.50%
Class T Shares | Ares Commercial Real Estate Management | Selling Commissions And Dealer Manager
Related Party Transaction [Line Items]
Selling commissions (as % of offering price), up to this percent			2.00%
Dealer manager fees (as % of offering price), up to this percent			2.50%
Distribution fees (as % of NAV per annum)			0.85%
Class T Shares | Dealer Manager | Selling Commissions And Dealer Manager
Related Party Transaction [Line Items]
Distribution fees (as % of NAV per annum)		1.00%
Class D Shares | Ares Commercial Real Estate Management | Selling Commissions And Dealer Manager
Related Party Transaction [Line Items]
Selling commissions (as % of offering price), up to this percent			0.00%
Dealer manager fees (as % of offering price), up to this percent			0.00%
Distribution fees (as % of NAV per annum)			0.50%
Class D Shares | Dealer Manager | Selling Commissions And Dealer Manager
Related Party Transaction [Line Items]
Distribution fees (as % of NAV per annum)	0.25%
Class I Shares | Ares Commercial Real Estate Management | Selling Commissions And Dealer Manager
Related Party Transaction [Line Items]
Selling commissions (as % of offering price), up to this percent			0.00%
Dealer manager fees (as % of offering price), up to this percent			0.00%
Distribution fees (as % of NAV per annum)			0.00%

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RELATED PARTY TRANSACTIONS (Advisory Fee) (Details) - Ares Commercial Real Estate Management - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 16, 2021
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 300,329	$ 163,896	$ 79,672
Advisory Fees
Related Party Transaction [Line Items]
Related Party Transaction Fixed Component Percentage Of Advisory Fee	1.25%			0.80%
Threshold for performance component of advisory fee	12.50%
Threshold of annual total return as % of NAV	5.00%
Performance component earned for excess return over the hurdle amount	100.00%
Maximum performance component limited to % of total annual return	12.50%
Loss carryforward	$ 0
Performance Participation Allocation.
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 140,505	$ 81,185	$ 9,640

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RELATED PARTY TRANSACTIONS (Organization and Offering Expenses, Development fees) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2020
Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Due to Affiliate	$ 88,030	$ 153,516
Other Expense Reimbursements [Member] | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Due to Affiliate	$ 707	$ 2,624
Organization and Offering Expenses [Member]
Related Party Transaction [Line Items]
Threshold criteria of organization and offering expenses		15.00%	15.00%
Organization and Offering Expenses [Member] | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Period of reimbursement of advisor advanced expenses	60 months
Due to Affiliate	$ 0	$ 0
Development Fees
Related Party Transaction [Line Items]
Development fee percentage		4.00%
Development Fees | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Due to Affiliate	$ 78	$ 471

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RELATED PARTY TRANSACTIONS (DST Program & Summary of Fees and Expenses Incurred by Company) (Details) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Distribution fees payable to affiliates	$ 92,145	$ 85,419
Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	300,329	163,896	$ 79,672
Due to Affiliate	153,516	88,030
Amount reimbursed for services	11,400	10,100	8,300
Selling Commissions And Dealer Manager | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	22,815	15,046	39,190
Due to Affiliate	0	0
Ongoing Distribution Fees | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	27,175	16,022	10,634
Distribution fees payable to affiliates	92,100	85,400
Due to Affiliate	2,459	1,779
Advisory Fee, Fixed Component | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	67,561	28,558	9,653
Due to Affiliate	6,371	3,864
Performance Participation Allocation. | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	140,505	81,185	9,640
Due to Affiliate	140,505	81,185	9,600
Cash paid for settlement of related party amount due	$ 77,800
Settlement of related party amount due by OP units	4.1
Other Expense Reimbursements | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 12,452	11,434	9,928
Due to Affiliate	2,624	707
Property Accounting Fee | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	2,803	1,262	603
Due to Affiliate	269	166
D S T Program Selling Commissions, Dealer Manager And Distribution Fees | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	8,584	3,527
Due to Affiliate	672	190
D S T Program Dealer Manager Fees [Member] | Affiliated Entity | Dealer Manager | Ares Industrial Real Estate Exchange LLC [Member]
Related Party Transaction [Line Items]
Private placement, amount of interests placed with dealer	$ 1,500,000
D S T Program Dealer Manager Fees [Member] | Dealer Manager
Related Party Transaction [Line Items]
Private placement, dealer fee, percent of gross equity proceeds	1.50%
D S T Program Dealer Manager Fees [Member] | Dealer Manager | Ares Industrial Real Estate Exchange LLC [Member]
Related Party Transaction [Line Items]
Private placement, commission, percent of gross equity proceeds	5.00%
Private placement, dealer fee, percent of gross equity proceeds	1.50%
Private placement, dealer manager fees	1.00%
D S T Program Manager Fees [Member]
Related Party Transaction [Line Items]
Percent of interests intended to be sold to third parties	100.00%
D S T Program Manager Fees [Member] | Affiliated Entity
Related Party Transaction [Line Items]
Maximum percentage of purchase price paid by investor	50.00%
Percentage of origination fee	1.00%
D S T Program Manager Fees [Member] | DST Manager | DST Manager
Related Party Transaction [Line Items]
Redemption Fee Receivable, Percent Of Amount Receivable	1.00%
D S T Program Manager Fees [Member] | DST Manager | DST Advisor
Related Party Transaction [Line Items]
Management Compensation Fee Receivable, Percent Of Gross Rents	1.00%
Management Loan Fee Receivable, Percent Of Financing Arranged	1.00%
Management fee, percent of equity proceeds	1.00%
Other D S T Program Related Costs | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 9,974	5,925
Due to Affiliate	145	61
Development Fees | Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	8,460	937	$ 24
Due to Affiliate	$ 471	$ 78

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RELATED PARTY TRANSACTIONS (Transactions with Affiliates and Performance Fee OP Units) (Details) - USD ($)		1 Months Ended
	Jul. 01, 2021	Dec. 31, 2021	Nov. 30, 2014	Dec. 31, 2022
Ares Commercial Real Estate Management
Related Party Transaction [Line Items]
Due to affiliates		$ 88,030,000		$ 153,516,000
Ares Commercial Real Estate Management | Other Expense Reimbursements [Member]
Related Party Transaction [Line Items]
Due to affiliates		707,000		2,624,000
Ares Commercial Real Estate Management | Organization and Offering Expenses [Member]
Related Party Transaction [Line Items]
Due to affiliates		$ 0		$ 0
Ares Commercial Real Estate Management | BCI IV Operating Partnership LP (Operating Partnership) [Member]
Related Party Transaction [Line Items]
Sale of Stock, Consideration Received Per Transaction			$ 1,000
Sale of Stock, Number of Shares Issued in Transaction	100		100
Ares Commercial Real Estate Management | AIREIT Operating Partnership LP [Member]
Related Party Transaction [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	100
Affiliated Entity | AIREIT Operating Partnership LP [Member]
Related Party Transaction [Line Items]
Sale of Stock, Consideration Received Per Transaction			$ 1,000
Sale of Stock, Number of Shares Issued in Transaction			100
Special Unit Holder | AIREIT Operating Partnership LP [Member]
Related Party Transaction [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		100
Class I Shares
Related Party Transaction [Line Items]
Common stock, shares issued		37,391,000		66,702,000

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RELATED PARTY TRANSACTIONS (Joint Venture Partnerships) (Details) - BTC II Partnership - BTC II Partnership - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
BTC II Partnership Agreement
Related Party Transaction [Line Items]
Payment of Joint Venture Partnership Fees	$ 1.8
Related Party Transaction, Expenses from Transactions with Related Party	$ 10.1
Amount due to related parties			$ 0.2
BTC II B Partnership Agreement
Related Party Transaction [Line Items]
Payment of Joint Venture Partnership Fees		$ 1.1

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RELATED PARTY TRANSACTIONS (Expense Support Agreement) (Details) - Ares Commercial Real Estate Management - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Due to affiliates		$ 153,516	$ 88,030
Expense Support Agreement
Related Party Transaction [Line Items]
Aggregate amount paid by the Former Advisor	$ 27,100
Available balance to be reimbursed	0
Due to affiliates	0	$ 0	$ 0
Fees deferred	3,896
Other expenses supported	9,609
Total expense support from Former Advisor	13,505
Reimbursement of previously deferred fees and other expenses supported	$ (13,505)

XML

NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
NET INCOME (LOSS) PER COMMON SHARE
Net loss attributable to common stockholders-basic	$ (308,079)	$ (75,349)	$ (30,097)
Net loss attributable to redeemable noncontrolling interests	(4,874)	(498)	(83)
Net income (loss) attributable to noncontrolling interests	38	20	5
Net loss attributable to common stockholders-diluted	$ (312,915)	$ (75,827)	$ (30,175)
Weighted-average shares outstanding - basic	295,683	201,169	113,145
Incremental weighted-average shares outstanding-diluted	4,533	1,311	361
Weighted-average shares outstanding - diluted	300,216	202,480	113,506
Net loss per common share - basic	$ (1.04)	$ (0.37)	$ (0.27)
Net loss per common share - diluted	$ (1.04)	$ (0.37)	$ (0.27)

XML

SUPPLEMENTAL CASH FLOW INFORMATION (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Interest paid related to consolidated indebtedness, net of capitalized interest	$ 70,667	$ 21,772	$ 12,180
Interest paid related to DST Program	32,157	1,757
Distributions payable	14,499	11,747	6,450
Distributions reinvested in common stock	76,434	52,223	28,590
Net increase in DST Program Loans receivable through DST Program capital raising	83,630	68,772
Redeemable noncontrolling interests issued as settlement of performance participation allocation	81,185	9,640	2,913
Non-cash redemption of minority ownership interest in unconsolidated joint venture partnership	91,028	279,340
Change in accrued future ongoing distribution fees	6,726	40,458	28,493
Non-cash settlement of incentive fee income included in equity in (income) loss from unconsolidated joint venture partnership(s)	58,902	2,433	2,242
Non-cash selling commissions and dealer manager fees	$ 22,815	$ 15,046	$ 39,190

XML

SUPPLEMENTAL CASH FLOW INFORMATION (Restricted Cash) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 79,524	$ 216,848	$ 232,369	$ 51,178
Restricted cash	499	887	530
Cash, cash equivalents and restricted cash	$ 80,023	$ 217,735	$ 232,899	$ 51,178

XML

NONCONTROLLING INTERESTS (Additional Information) (Details)		1 Months Ended
	Jul. 01, 2021 shares	Nov. 30, 2014 USD ($) shares	Dec. 31, 2022 subsidiary
Noncontrolling Interest [Line Items]
Number Of Subsidiaries Owned | subsidiary			3
BCI IV Operating Partnership LP (Operating Partnership) [Member] | Ares Commercial Real Estate Management
Noncontrolling Interest [Line Items]
Sale of Stock, Consideration Received Per Transaction | $		$ 1,000
Sale of Stock, Number of Shares Issued in Transaction | shares	100	100

XML

NONCONTROLLING INTERESTS (Subsidiary REITs) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Preferred Stock, Shares Outstanding	0	0
Preferred stock, par value per share	$ 0.01	$ 0.01
Dividends Payable	$ 14,499,000	$ 11,747,000	$ 6,450,000
Subsidiaries [Member] | Executive Airport II
Noncontrolling Interest [Line Items]
Preferred Stock, Shares Outstanding	125
Preferred stock, par value per share	$ 1,000
Preferred Stock, Dividend Rate, Percentage	12.50%
Dividends Payable	$ 7,812	$ 7,812
Subsidiaries [Member] | Build-To-Core Logistics Portfolio
Noncontrolling Interest [Line Items]
Preferred Stock, Shares Outstanding	122
Preferred stock, par value per share	$ 500
Preferred Stock, Dividend Rate, Percentage	12.00%
Subsidiaries [Member] | Hainesport Commerce Center
Noncontrolling Interest [Line Items]
Preferred Stock, Shares Outstanding	125
Preferred stock, par value per share	$ 1,000
Preferred Stock, Dividend Rate, Percentage	12.00%

XML

SUBSEQUENT EVENTS (Details) - Subsequent Event	Mar. 15, 2023
Subsequent Event [Line Items]
Period for providing documentary evidence for submission of stockholder nomination	5 days
Minimum
Subsequent Event [Line Items]
Percent of voting power of shareholders	67.00%

XML

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) building	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	243
Debt	$ 1,613,970
Initial Cost of Land	1,288,105
Initial Cost of Buildings and Improvements	5,469,961
Total Initial Costs	6,758,066
Costs Capitalized or Adjustments Subsequent to Acquisition	299,947
Gross amount carried, Land	1,284,003
Gross amount carried, Buildings and Improvements	5,774,010
Gross amount carried, Total Costs	7,058,013	$ 4,916,055	$ 1,377,912	$ 891,170
Accumulated Depreciation and Amortization	(454,273)
Gross	479,532	342,538
Intangibles lease liabilities, gross	(129,823)	$ (89,056)
Real estate federal income tax basis	$ 5,300,000
Fixed Rate Mortgage Notes Maturing November 2027
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	8
Gross amount carried, Total Costs	$ 118,500
Interest rates (as a percent)	2.90%
Variable Rate Secured Mortgage Note Maturity January 2025
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	15
Gross amount carried, Total Costs	$ 408,000
Variable Rate Secured Mortgage Note Maturity January 2025 | SOFR
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Basis spread on variable rate	1.65%	1.65%
Fixed Rate Mortgage Notes Maturing January 2029
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	12
Gross amount carried, Total Costs	$ 461,100
Interest rates (as a percent)	2.85%
Fixed Rate Mortgage Notes Maturing July 2025
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	23
Gross amount carried, Total Costs	$ 367,800
Fixed Rate Mortgage Notes Maturing July 2025 | SOFR
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Basis spread on variable rate	1.85%
Variable Rate Secured Mortgage Note Maturity July 2025
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	13
Gross amount carried, Total Costs	$ 209,300
Variable Rate Secured Mortgage Note Maturity July 2025 | SOFR
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Basis spread on variable rate	1.50%	1.50%
Ontario Industrial Center in Ontario, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,225
Initial Cost of Buildings and Improvements	5,370
Total Initial Costs	10,595
Costs Capitalized or Adjustments Subsequent to Acquisition	1,002
Gross amount carried, Land	5,225
Gross amount carried, Buildings and Improvements	6,372
Gross amount carried, Total Costs	11,597
Accumulated Depreciation and Amortization	$ (1,934)
Ontario Industrial Center in Ontario, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Ontario Industrial Center in Ontario, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Medley Industrial Center in Medley, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,864
Initial Cost of Buildings and Improvements	4,559
Total Initial Costs	7,423
Costs Capitalized or Adjustments Subsequent to Acquisition	309
Gross amount carried, Land	2,864
Gross amount carried, Buildings and Improvements	4,868
Gross amount carried, Total Costs	7,732
Accumulated Depreciation and Amortization	$ (1,181)
Medley Industrial Center in Medley, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Medley Industrial Center in Medley, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Ontario Distribution Center in Ontario, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 14,657
Initial Cost of Buildings and Improvements	16,101
Total Initial Costs	30,758
Costs Capitalized or Adjustments Subsequent to Acquisition	123
Gross amount carried, Land	14,657
Gross amount carried, Buildings and Improvements	16,224
Gross amount carried, Total Costs	30,881
Accumulated Depreciation and Amortization	$ (5,508)
Ontario Distribution Center in Ontario, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Ontario Distribution Center in Ontario, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Park 429 Logistics Center in Ocoee, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 7,963
Initial Cost of Buildings and Improvements	36,919
Total Initial Costs	44,882
Costs Capitalized or Adjustments Subsequent to Acquisition	319
Gross amount carried, Land	7,963
Gross amount carried, Buildings and Improvements	37,238
Gross amount carried, Total Costs	45,201
Accumulated Depreciation and Amortization	$ (5,876)
Park 429 Logistics Center in Ocoee, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Park 429 Logistics Center in Ocoee, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Pescadero Distribution Center in Tracy, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,602
Initial Cost of Buildings and Improvements	40,021
Total Initial Costs	45,623
Costs Capitalized or Adjustments Subsequent to Acquisition	182
Gross amount carried, Land	5,602
Gross amount carried, Buildings and Improvements	40,203
Gross amount carried, Total Costs	45,805
Accumulated Depreciation and Amortization	$ (7,194)
Pescadero Distribution Center in Tracy, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Pescadero Distribution Center in Tracy, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Gothard Industrial Center in Huntington Beach, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,325
Initial Cost of Buildings and Improvements	4,771
Total Initial Costs	10,096
Costs Capitalized or Adjustments Subsequent to Acquisition	421
Gross amount carried, Land	5,325
Gross amount carried, Buildings and Improvements	5,192
Gross amount carried, Total Costs	10,517
Accumulated Depreciation and Amortization	$ (1,395)
Gothard Industrial Center in Huntington Beach, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Gothard Industrial Center in Huntington Beach, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Midway Industrial Center in Odenton, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,579
Initial Cost of Buildings and Improvements	3,548
Total Initial Costs	8,127
Costs Capitalized or Adjustments Subsequent to Acquisition	438
Gross amount carried, Land	4,579
Gross amount carried, Buildings and Improvements	3,986
Gross amount carried, Total Costs	8,565
Accumulated Depreciation and Amortization	$ (1,498)
Midway Industrial Center in Odenton, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Midway Industrial Center in Odenton, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Executive Airport Distribution Center I in Henderson, NV
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 10,360
Initial Cost of Buildings and Improvements	40,710
Total Initial Costs	51,070
Costs Capitalized or Adjustments Subsequent to Acquisition	245
Gross amount carried, Land	10,360
Gross amount carried, Buildings and Improvements	40,955
Gross amount carried, Total Costs	51,315
Accumulated Depreciation and Amortization	$ (7,886)
Executive Airport Distribution Center I in Henderson, NV | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Executive Airport Distribution Center I in Henderson, NV | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Iron Run Distribution Center in Allentown, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,483
Initial Cost of Buildings and Improvements	10,039
Total Initial Costs	15,522
Costs Capitalized or Adjustments Subsequent to Acquisition	173
Gross amount carried, Land	5,483
Gross amount carried, Buildings and Improvements	10,212
Gross amount carried, Total Costs	15,695
Accumulated Depreciation and Amortization	$ (2,708)
Iron Run Distribution Center in Allentown, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Iron Run Distribution Center in Allentown, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Elgin Distribution Center in Elgin, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,032
Initial Cost of Buildings and Improvements	16,951
Total Initial Costs	20,983
Costs Capitalized or Adjustments Subsequent to Acquisition	71
Gross amount carried, Land	4,032
Gross amount carried, Buildings and Improvements	17,022
Gross amount carried, Total Costs	21,054
Accumulated Depreciation and Amortization	$ (2,219)
Elgin Distribution Center in Elgin, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Elgin Distribution Center in Elgin, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Addison Distribution Center II in Addison, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,439
Initial Cost of Buildings and Improvements	8,009
Total Initial Costs	12,448
Costs Capitalized or Adjustments Subsequent to Acquisition	879
Gross amount carried, Land	4,439
Gross amount carried, Buildings and Improvements	8,888
Gross amount carried, Total Costs	13,327
Accumulated Depreciation and Amortization	$ (2,002)
Addison Distribution Center II in Addison, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Addison Distribution Center II in Addison, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Fontana Distribution Center in Fontana, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 20,558
Initial Cost of Buildings and Improvements	21,943
Total Initial Costs	42,501
Costs Capitalized or Adjustments Subsequent to Acquisition	958
Gross amount carried, Land	20,558
Gross amount carried, Buildings and Improvements	22,901
Gross amount carried, Total Costs	43,459
Accumulated Depreciation and Amortization	$ (7,237)
Fontana Distribution Center in Fontana, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Fontana Distribution Center in Fontana, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Airport Industrial Center in Ontario, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,085
Initial Cost of Buildings and Improvements	4,051
Total Initial Costs	8,136
Costs Capitalized or Adjustments Subsequent to Acquisition	506
Gross amount carried, Land	4,085
Gross amount carried, Buildings and Improvements	4,557
Gross amount carried, Total Costs	8,642
Accumulated Depreciation and Amortization	$ (1,480)
Airport Industrial Center in Ontario, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Airport Industrial Center in Ontario, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Kelly Trade Center in Austin, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,686
Initial Cost of Buildings and Improvements	12,654
Total Initial Costs	15,340
Costs Capitalized or Adjustments Subsequent to Acquisition	2,052
Gross amount carried, Land	2,686
Gross amount carried, Buildings and Improvements	14,706
Gross amount carried, Total Costs	17,392
Accumulated Depreciation and Amortization	$ (2,977)
Kelly Trade Center in Austin, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Kelly Trade Center in Austin, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
7A Distribution Center in Robbinsville, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 8,002
Initial Cost of Buildings and Improvements	4,149
Total Initial Costs	12,151
Costs Capitalized or Adjustments Subsequent to Acquisition	515
Gross amount carried, Land	3,386
Gross amount carried, Buildings and Improvements	9,280
Gross amount carried, Total Costs	12,666
Accumulated Depreciation and Amortization	$ (2,507)
7A Distribution Center in Robbinsville, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
7A Distribution Center in Robbinsville, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Quakerbridge Distribution Center in Hamilton, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,434
Initial Cost of Buildings and Improvements	5,160
Total Initial Costs	8,594
Costs Capitalized or Adjustments Subsequent to Acquisition	974
Gross amount carried, Land	2,334
Gross amount carried, Buildings and Improvements	7,234
Gross amount carried, Total Costs	9,568
Accumulated Depreciation and Amortization	$ (2,019)
Quakerbridge Distribution Center in Hamilton, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Quakerbridge Distribution Center in Hamilton, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Hebron Airpark Logistics Center in Hebron, KY
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,228
Initial Cost of Buildings and Improvements	9,572
Total Initial Costs	11,800
Costs Capitalized or Adjustments Subsequent to Acquisition	396
Gross amount carried, Land	2,228
Gross amount carried, Buildings and Improvements	9,968
Gross amount carried, Total Costs	12,196
Accumulated Depreciation and Amortization	$ (1,693)
Hebron Airpark Logistics Center in Hebron, KY | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Hebron Airpark Logistics Center in Hebron, KY | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Las Vegas Light Industrial Portfolio in Las Vegas, NV
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 19,872
Initial Cost of Buildings and Improvements	39,399
Total Initial Costs	59,271
Costs Capitalized or Adjustments Subsequent to Acquisition	901
Gross amount carried, Land	19,872
Gross amount carried, Buildings and Improvements	40,300
Gross amount carried, Total Costs	60,172
Accumulated Depreciation and Amortization	$ (8,557)
Las Vegas Light Industrial Portfolio in Las Vegas, NV | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Las Vegas Light Industrial Portfolio in Las Vegas, NV | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Monte Vista Industrial Center in Chino, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 7,947
Initial Cost of Buildings and Improvements	7,592
Total Initial Costs	15,539
Costs Capitalized or Adjustments Subsequent to Acquisition	494
Gross amount carried, Land	7,947
Gross amount carried, Buildings and Improvements	8,086
Gross amount carried, Total Costs	16,033
Accumulated Depreciation and Amortization	$ (2,214)
Monte Vista Industrial Center in Chino, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Monte Vista Industrial Center in Chino, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
King of Prussia Core Infill Portfolio in King of Prussia, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	5
Initial Cost of Land	$ 14,791
Initial Cost of Buildings and Improvements	17,187
Total Initial Costs	31,978
Costs Capitalized or Adjustments Subsequent to Acquisition	1,789
Gross amount carried, Land	14,791
Gross amount carried, Buildings and Improvements	18,976
Gross amount carried, Total Costs	33,767
Accumulated Depreciation and Amortization	$ (5,459)
King of Prussia Core Infill Portfolio in King of Prussia, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
King of Prussia Core Infill Portfolio in King of Prussia, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Dallas Infill Industrial Portfolio in Arlington, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	3
Debt	$ 38,000
Initial Cost of Land	17,159
Initial Cost of Buildings and Improvements	74,981
Total Initial Costs	92,140
Costs Capitalized or Adjustments Subsequent to Acquisition	3,965
Gross amount carried, Land	17,159
Gross amount carried, Buildings and Improvements	78,946
Gross amount carried, Total Costs	96,105
Accumulated Depreciation and Amortization	$ (14,841)
Dallas Infill Industrial Portfolio in Arlington, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Dallas Infill Industrial Portfolio in Arlington, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Dallas Infill Industrial Portfolio in Garland, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Debt	$ 11,250
Initial Cost of Land	3,545
Initial Cost of Buildings and Improvements	20,370
Total Initial Costs	23,915
Costs Capitalized or Adjustments Subsequent to Acquisition	233
Gross amount carried, Land	3,545
Gross amount carried, Buildings and Improvements	20,603
Gross amount carried, Total Costs	24,148
Accumulated Depreciation and Amortization	$ (2,990)
Dallas Infill Industrial Portfolio in Garland, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Dallas Infill Industrial Portfolio in Garland, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Edison Distribution Center in Edison, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 11,519
Initial Cost of Buildings and Improvements	16,079
Total Initial Costs	27,598
Costs Capitalized or Adjustments Subsequent to Acquisition	78
Gross amount carried, Land	11,519
Gross amount carried, Buildings and Improvements	16,157
Gross amount carried, Total Costs	27,676
Accumulated Depreciation and Amortization	$ (3,830)
Edison Distribution Center in Edison, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Edison Distribution Center in Edison, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
395 Distribution Center in Reno, NV
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 8,904
Initial Cost of Buildings and Improvements	45,114
Total Initial Costs	54,018
Costs Capitalized or Adjustments Subsequent to Acquisition	770
Gross amount carried, Land	8,904
Gross amount carried, Buildings and Improvements	45,884
Gross amount carried, Total Costs	54,788
Accumulated Depreciation and Amortization	$ (6,881)
395 Distribution Center in Reno, NV | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
395 Distribution Center in Reno, NV | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
I-80 Distribution Center in Reno, NV
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 11,645
Initial Cost of Buildings and Improvements	60,364
Total Initial Costs	72,009
Costs Capitalized or Adjustments Subsequent to Acquisition	1,891
Gross amount carried, Land	11,645
Gross amount carried, Buildings and Improvements	62,255
Gross amount carried, Total Costs	73,900
Accumulated Depreciation and Amortization	$ (9,904)
I-80 Distribution Center in Reno, NV | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
I-80 Distribution Center in Reno, NV | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Avenue B Industrial Center in Bethlehem, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,190
Initial Cost of Buildings and Improvements	4,923
Total Initial Costs	7,113
Costs Capitalized or Adjustments Subsequent to Acquisition	108
Gross amount carried, Land	2,190
Gross amount carried, Buildings and Improvements	5,031
Gross amount carried, Total Costs	7,221
Accumulated Depreciation and Amortization	$ (1,345)
Avenue B Industrial Center in Bethlehem, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Avenue B Industrial Center in Bethlehem, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
485 Distribution Center in Shiremanstown, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 6,145
Initial Cost of Buildings and Improvements	36,914
Total Initial Costs	43,059
Costs Capitalized or Adjustments Subsequent to Acquisition	206
Gross amount carried, Land	6,145
Gross amount carried, Buildings and Improvements	37,120
Gross amount carried, Total Costs	43,265
Accumulated Depreciation and Amortization	$ (5,412)
485 Distribution Center in Shiremanstown, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
485 Distribution Center in Shiremanstown, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Weston Business Center in Weston, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 14,627
Initial Cost of Buildings and Improvements	17,784
Total Initial Costs	32,411
Costs Capitalized or Adjustments Subsequent to Acquisition	199
Gross amount carried, Land	14,627
Gross amount carried, Buildings and Improvements	17,983
Gross amount carried, Total Costs	32,610
Accumulated Depreciation and Amortization	$ (3,520)
Weston Business Center in Weston, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Weston Business Center in Weston, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Marigold Distribution Center in Redlands, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 15,660
Initial Cost of Buildings and Improvements	24,075
Total Initial Costs	39,735
Costs Capitalized or Adjustments Subsequent to Acquisition	1,820
Gross amount carried, Land	15,660
Gross amount carried, Buildings and Improvements	25,895
Gross amount carried, Total Costs	41,555
Accumulated Depreciation and Amortization	$ (5,594)
Marigold Distribution Center in Redlands, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Marigold Distribution Center in Redlands, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Bishops Gate Distribution Center in Mount Laurel, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 6,018
Initial Cost of Buildings and Improvements	26,208
Total Initial Costs	32,226
Costs Capitalized or Adjustments Subsequent to Acquisition	1,036
Gross amount carried, Land	6,018
Gross amount carried, Buildings and Improvements	27,244
Gross amount carried, Total Costs	33,262
Accumulated Depreciation and Amortization	$ (5,478)
Bishops Gate Distribution Center in Mount Laurel, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Bishops Gate Distribution Center in Mount Laurel, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Norcross Industrial Center in Peachtree Corner, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,220
Initial Cost of Buildings and Improvements	6,285
Total Initial Costs	9,505
Costs Capitalized or Adjustments Subsequent to Acquisition	7,884
Gross amount carried, Land	3,220
Gross amount carried, Buildings and Improvements	14,169
Gross amount carried, Total Costs	17,389
Accumulated Depreciation and Amortization	$ (1,173)
Norcross Industrial Center in Peachtree Corner, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Norcross Industrial Center in Peachtree Corner, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Port 146 Distribution Center in LaPorte, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,748
Initial Cost of Buildings and Improvements	7,823
Total Initial Costs	9,571
Costs Capitalized or Adjustments Subsequent to Acquisition	2,369
Gross amount carried, Land	1,748
Gross amount carried, Buildings and Improvements	10,192
Gross amount carried, Total Costs	11,940
Accumulated Depreciation and Amortization	$ (634)
Port 146 Distribution Center in LaPorte, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Port 146 Distribution Center in LaPorte, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Lima Distribution Center in Denver, CO
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,853
Initial Cost of Buildings and Improvements	9,769
Total Initial Costs	11,622
Costs Capitalized or Adjustments Subsequent to Acquisition	212
Gross amount carried, Land	1,853
Gross amount carried, Buildings and Improvements	9,981
Gross amount carried, Total Costs	11,834
Accumulated Depreciation and Amortization	$ (1,986)
Lima Distribution Center in Denver, CO | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Lima Distribution Center in Denver, CO | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Valwood Crossroads in Carrollton, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 12,457
Initial Cost of Buildings and Improvements	57,542
Total Initial Costs	69,999
Costs Capitalized or Adjustments Subsequent to Acquisition	123
Gross amount carried, Land	12,457
Gross amount carried, Buildings and Improvements	57,665
Gross amount carried, Total Costs	70,122
Accumulated Depreciation and Amortization	$ (7,196)
Valwood Crossroads in Carrollton, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Valwood Crossroads in Carrollton, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Eaglepoint LC in Brownsburg, IN [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,598
Initial Cost of Buildings and Improvements	36,618
Total Initial Costs	40,216
Costs Capitalized or Adjustments Subsequent to Acquisition	51
Gross amount carried, Land	3,598
Gross amount carried, Buildings and Improvements	36,669
Gross amount carried, Total Costs	40,267
Accumulated Depreciation and Amortization	$ (5,066)
Eaglepoint LC in Brownsburg, IN [Member] | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Eaglepoint LC in Brownsburg, IN [Member] | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
7A DC II in Robbinsville Township, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 6,235
Initial Cost of Buildings and Improvements	16,983
Total Initial Costs	23,218
Costs Capitalized or Adjustments Subsequent to Acquisition	538
Gross amount carried, Land	6,235
Gross amount carried, Buildings and Improvements	17,521
Gross amount carried, Total Costs	23,756
Accumulated Depreciation and Amortization	$ (2,807)
7A DC II in Robbinsville Township, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
7A DC II in Robbinsville Township, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Legacy Logistics Center in Salt Lake City, UT
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,590
Initial Cost of Buildings and Improvements	34,128
Total Initial Costs	39,718
Costs Capitalized or Adjustments Subsequent to Acquisition	1,982
Gross amount carried, Land	5,590
Gross amount carried, Buildings and Improvements	36,110
Gross amount carried, Total Costs	41,700
Accumulated Depreciation and Amortization	$ (4,458)
Legacy Logistics Center in Salt Lake City, UT | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Legacy Logistics Center in Salt Lake City, UT | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Logistics Center at 33 in Easton, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 8,983
Initial Cost of Buildings and Improvements	54,302
Total Initial Costs	63,285
Costs Capitalized or Adjustments Subsequent to Acquisition	50
Gross amount carried, Land	8,983
Gross amount carried, Buildings and Improvements	54,352
Gross amount carried, Total Costs	63,335
Accumulated Depreciation and Amortization	$ (6,972)
Logistics Center at 33 in Easton, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Logistics Center at 33 in Easton, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Intermodal Logistics Center in Fort Worth, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,191
Initial Cost of Buildings and Improvements	23,437
Total Initial Costs	28,628
Costs Capitalized or Adjustments Subsequent to Acquisition	177
Gross amount carried, Land	5,191
Gross amount carried, Buildings and Improvements	23,614
Gross amount carried, Total Costs	28,805
Accumulated Depreciation and Amortization	$ (2,497)
Intermodal Logistics Center in Fort Worth, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Intermodal Logistics Center in Fort Worth, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Executive Airport Distribution Center II, III in Henderson, NV
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 7,852
Initial Cost of Buildings and Improvements	25,348
Total Initial Costs	33,200
Costs Capitalized or Adjustments Subsequent to Acquisition	4,144
Gross amount carried, Land	7,852
Gross amount carried, Buildings and Improvements	29,492
Gross amount carried, Total Costs	37,344
Accumulated Depreciation and Amortization	$ (1,639)
Executive Airport Distribution Center II, III in Henderson, NV | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Executive Airport Distribution Center II, III in Henderson, NV | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Airpark International Logistics Center in Hebron, KY
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 2,371
Initial Cost of Buildings and Improvements	27,830
Total Initial Costs	30,201
Costs Capitalized or Adjustments Subsequent to Acquisition	375
Gross amount carried, Land	2,371
Gross amount carried, Buildings and Improvements	28,205
Gross amount carried, Total Costs	30,576
Accumulated Depreciation and Amortization	$ (2,610)
Airpark International Logistics Center in Hebron, KY | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Airpark International Logistics Center in Hebron, KY | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Carlstadt Industrial Center in Carlstadt, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 16,989
Initial Cost of Buildings and Improvements	20,541
Total Initial Costs	37,530
Costs Capitalized or Adjustments Subsequent to Acquisition	1,050
Gross amount carried, Land	16,989
Gross amount carried, Buildings and Improvements	21,591
Gross amount carried, Total Costs	38,580
Accumulated Depreciation and Amortization	$ (3,890)
Carlstadt Industrial Center in Carlstadt, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Carlstadt Industrial Center in Carlstadt, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Nelson Industrial Center in La Puente, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,943
Initial Cost of Buildings and Improvements	5,089
Total Initial Costs	9,032
Costs Capitalized or Adjustments Subsequent to Acquisition	115
Gross amount carried, Land	3,943
Gross amount carried, Buildings and Improvements	5,204
Gross amount carried, Total Costs	9,147
Accumulated Depreciation and Amortization	$ (967)
Nelson Industrial Center in La Puente, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Nelson Industrial Center in La Puente, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Miraloma Industrial Center in Placentia, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,843
Initial Cost of Buildings and Improvements	4,655
Total Initial Costs	9,498
Costs Capitalized or Adjustments Subsequent to Acquisition	59
Gross amount carried, Land	4,843
Gross amount carried, Buildings and Improvements	4,714
Gross amount carried, Total Costs	9,557
Accumulated Depreciation and Amortization	$ (940)
Miraloma Industrial Center in Placentia, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Miraloma Industrial Center in Placentia, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Pennsy Logistics Center in Landover, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 8,273
Initial Cost of Buildings and Improvements	51,824
Total Initial Costs	60,097
Costs Capitalized or Adjustments Subsequent to Acquisition	95
Gross amount carried, Land	8,273
Gross amount carried, Buildings and Improvements	51,919
Gross amount carried, Total Costs	60,192
Accumulated Depreciation and Amortization	$ (5,335)
Pennsy Logistics Center in Landover, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Pennsy Logistics Center in Landover, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Gerwig Distribution Center in Columbia, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 8,069
Initial Cost of Buildings and Improvements	11,205
Total Initial Costs	19,274
Costs Capitalized or Adjustments Subsequent to Acquisition	360
Gross amount carried, Land	8,069
Gross amount carried, Buildings and Improvements	11,565
Gross amount carried, Total Costs	19,634
Accumulated Depreciation and Amortization	$ (1,489)
Gerwig Distribution Center in Columbia, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Gerwig Distribution Center in Columbia, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Harvill Business Center in Perris, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 14,098
Initial Cost of Buildings and Improvements	46,490
Total Initial Costs	60,588
Costs Capitalized or Adjustments Subsequent to Acquisition	41
Gross amount carried, Land	14,098
Gross amount carried, Buildings and Improvements	46,531
Gross amount carried, Total Costs	60,629
Accumulated Depreciation and Amortization	$ (3,748)
Harvill Business Center in Perris, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Harvill Business Center in Perris, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Princess Logistics Center in Lawrenceville, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 10,883
Initial Cost of Buildings and Improvements	63,192
Total Initial Costs	74,075
Costs Capitalized or Adjustments Subsequent to Acquisition	1,232
Gross amount carried, Land	10,883
Gross amount carried, Buildings and Improvements	64,424
Gross amount carried, Total Costs	75,307
Accumulated Depreciation and Amortization	$ (3,862)
Princess Logistics Center in Lawrenceville, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Princess Logistics Center in Lawrenceville, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Rancho Cucamonga Business Center in Rancho Cucamonga, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 8,185
Initial Cost of Buildings and Improvements	16,439
Total Initial Costs	24,624
Costs Capitalized or Adjustments Subsequent to Acquisition	59
Gross amount carried, Land	8,185
Gross amount carried, Buildings and Improvements	16,498
Gross amount carried, Total Costs	24,683
Accumulated Depreciation and Amortization	$ (1,781)
Rancho Cucamonga Business Center in Rancho Cucamonga, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Rancho Cucamonga Business Center in Rancho Cucamonga, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Norton Distribution Center in Norton, MA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,350
Initial Cost of Buildings and Improvements	28,063
Total Initial Costs	32,413
Costs Capitalized or Adjustments Subsequent to Acquisition	189
Gross amount carried, Land	4,350
Gross amount carried, Buildings and Improvements	28,252
Gross amount carried, Total Costs	32,602
Accumulated Depreciation and Amortization	$ (2,926)
Norton Distribution Center in Norton, MA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Norton Distribution Center in Norton, MA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Build-To-Core Logistics Portfolio in Austin, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	5
Initial Cost of Land	$ 11,918
Initial Cost of Buildings and Improvements	42,446
Total Initial Costs	54,364
Costs Capitalized or Adjustments Subsequent to Acquisition	1,298
Gross amount carried, Land	11,918
Gross amount carried, Buildings and Improvements	43,744
Gross amount carried, Total Costs	55,662
Accumulated Depreciation and Amortization	$ (4,698)
Build-To-Core Logistics Portfolio in Austin, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Austin, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in Hayward, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 39,357
Initial Cost of Buildings and Improvements	91,117
Total Initial Costs	130,474
Costs Capitalized or Adjustments Subsequent to Acquisition	(196)
Gross amount carried, Land	39,357
Gross amount carried, Buildings and Improvements	90,921
Gross amount carried, Total Costs	130,278
Accumulated Depreciation and Amortization	$ (4,812)
Build-To-Core Logistics Portfolio in Hayward, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Hayward, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in LaPorte, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,998
Initial Cost of Buildings and Improvements	15,261
Total Initial Costs	17,259
Costs Capitalized or Adjustments Subsequent to Acquisition	499
Gross amount carried, Land	1,998
Gross amount carried, Buildings and Improvements	15,760
Gross amount carried, Total Costs	17,758
Accumulated Depreciation and Amortization	$ (1,084)
Build-To-Core Logistics Portfolio in LaPorte, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in LaPorte, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in Lehigh Valley, PA [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 14,522
Initial Cost of Buildings and Improvements	49,076
Total Initial Costs	63,598
Costs Capitalized or Adjustments Subsequent to Acquisition	2,008
Gross amount carried, Land	14,522
Gross amount carried, Buildings and Improvements	51,084
Gross amount carried, Total Costs	65,606
Accumulated Depreciation and Amortization	$ (3,077)
Build-To-Core Logistics Portfolio in Lehigh Valley, PA [Member] | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Lehigh Valley, PA [Member] | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in Lodi, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 18,545
Initial Cost of Buildings and Improvements	78,491
Total Initial Costs	97,036
Costs Capitalized or Adjustments Subsequent to Acquisition	520
Gross amount carried, Land	18,545
Gross amount carried, Buildings and Improvements	79,011
Gross amount carried, Total Costs	97,556
Accumulated Depreciation and Amortization	$ (4,001)
Build-To-Core Logistics Portfolio in Lodi, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Lodi, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in Rancho Cucamonga, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 26,126
Initial Cost of Buildings and Improvements	71,385
Total Initial Costs	97,511
Costs Capitalized or Adjustments Subsequent to Acquisition	(81)
Gross amount carried, Land	26,126
Gross amount carried, Buildings and Improvements	71,304
Gross amount carried, Total Costs	97,430
Accumulated Depreciation and Amortization	$ (5,315)
Build-To-Core Logistics Portfolio in Rancho Cucamonga, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Rancho Cucamonga, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in Richmond, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 6,954
Initial Cost of Buildings and Improvements	33,862
Total Initial Costs	40,816
Costs Capitalized or Adjustments Subsequent to Acquisition	1,250
Gross amount carried, Land	6,954
Gross amount carried, Buildings and Improvements	35,112
Gross amount carried, Total Costs	42,066
Accumulated Depreciation and Amortization	$ (1,762)
Build-To-Core Logistics Portfolio in Richmond, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Richmond, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in San Diego, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 7,999
Initial Cost of Buildings and Improvements	34,888
Total Initial Costs	42,887
Costs Capitalized or Adjustments Subsequent to Acquisition	65
Gross amount carried, Land	7,999
Gross amount carried, Buildings and Improvements	34,953
Gross amount carried, Total Costs	42,952
Accumulated Depreciation and Amortization	$ (2,253)
Build-To-Core Logistics Portfolio in San Diego, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in San Diego, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in San Jose, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 9,799
Initial Cost of Buildings and Improvements	23,467
Total Initial Costs	33,266
Costs Capitalized or Adjustments Subsequent to Acquisition	370
Gross amount carried, Land	9,799
Gross amount carried, Buildings and Improvements	23,837
Gross amount carried, Total Costs	33,636
Accumulated Depreciation and Amortization	$ (1,301)
Build-To-Core Logistics Portfolio in San Jose, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in San Jose, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in Suwanee, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 5,612
Initial Cost of Buildings and Improvements	65,492
Total Initial Costs	71,104
Costs Capitalized or Adjustments Subsequent to Acquisition	2,073
Gross amount carried, Land	5,612
Gross amount carried, Buildings and Improvements	67,565
Gross amount carried, Total Costs	73,177
Accumulated Depreciation and Amortization	$ (7,760)
Build-To-Core Logistics Portfolio in Suwanee, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Suwanee, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Build-To-Core Logistics Portfolio in Tacoma, WA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 29,942
Initial Cost of Buildings and Improvements	144,714
Total Initial Costs	174,656
Costs Capitalized or Adjustments Subsequent to Acquisition	1,205
Gross amount carried, Land	29,942
Gross amount carried, Buildings and Improvements	145,919
Gross amount carried, Total Costs	175,861
Accumulated Depreciation and Amortization	$ (9,050)
Build-To-Core Logistics Portfolio in Tacoma, WA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Tacoma, WA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-To-Core Logistics Portfolio in Tracy, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,564
Initial Cost of Buildings and Improvements	50,196
Total Initial Costs	53,760
Costs Capitalized or Adjustments Subsequent to Acquisition	1
Gross amount carried, Land	3,564
Gross amount carried, Buildings and Improvements	50,197
Gross amount carried, Total Costs	53,761
Accumulated Depreciation and Amortization	$ (2,839)
Build-To-Core Logistics Portfolio in Tracy, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-To-Core Logistics Portfolio in Tracy, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Benchmark Distribution Center in Houston, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,809
Initial Cost of Buildings and Improvements	14,842
Total Initial Costs	19,651
Costs Capitalized or Adjustments Subsequent to Acquisition	1,186
Gross amount carried, Land	4,809
Gross amount carried, Buildings and Improvements	16,028
Gross amount carried, Total Costs	20,837
Accumulated Depreciation and Amortization	$ (1,124)
Benchmark Distribution Center in Houston, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Benchmark Distribution Center in Houston, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Key Logistics Portfolio in Allentown, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,876
Initial Cost of Buildings and Improvements	15,208
Total Initial Costs	18,084
Costs Capitalized or Adjustments Subsequent to Acquisition	262
Gross amount carried, Land	2,876
Gross amount carried, Buildings and Improvements	15,470
Gross amount carried, Total Costs	18,346
Accumulated Depreciation and Amortization	$ (1,434)
Key Logistics Portfolio in Allentown, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Allentown, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Auburn, WA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	3
Initial Cost of Land	$ 7,822
Initial Cost of Buildings and Improvements	34,089
Total Initial Costs	41,911
Costs Capitalized or Adjustments Subsequent to Acquisition	718
Gross amount carried, Land	7,822
Gross amount carried, Buildings and Improvements	34,807
Gross amount carried, Total Costs	42,629
Accumulated Depreciation and Amortization	$ (2,891)
Key Logistics Portfolio in Auburn, WA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Auburn, WA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Key Logistics Portfolio in Aurora, CO
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,818
Initial Cost of Buildings and Improvements	9,147
Total Initial Costs	10,965
Gross amount carried, Land	1,818
Gross amount carried, Buildings and Improvements	9,147
Gross amount carried, Total Costs	10,965
Accumulated Depreciation and Amortization	$ (916)
Key Logistics Portfolio in Aurora, CO | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Aurora, CO | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Boca Raton, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,959
Initial Cost of Buildings and Improvements	8,586
Total Initial Costs	13,545
Costs Capitalized or Adjustments Subsequent to Acquisition	4
Gross amount carried, Land	4,959
Gross amount carried, Buildings and Improvements	8,590
Gross amount carried, Total Costs	13,549
Accumulated Depreciation and Amortization	$ (1,180)
Key Logistics Portfolio in Boca Raton, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Boca Raton, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Glen Burnie, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,545
Initial Cost of Buildings and Improvements	17,976
Total Initial Costs	20,521
Costs Capitalized or Adjustments Subsequent to Acquisition	1
Gross amount carried, Land	2,545
Gross amount carried, Buildings and Improvements	17,977
Gross amount carried, Total Costs	20,522
Accumulated Depreciation and Amortization	$ (2,144)
Key Logistics Portfolio in Glen Burnie, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Glen Burnie, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Kent, WA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 11,478
Initial Cost of Buildings and Improvements	27,605
Total Initial Costs	39,083
Costs Capitalized or Adjustments Subsequent to Acquisition	451
Gross amount carried, Land	11,478
Gross amount carried, Buildings and Improvements	28,056
Gross amount carried, Total Costs	39,534
Accumulated Depreciation and Amortization	$ (3,108)
Key Logistics Portfolio in Kent, WA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Kent, WA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in King of Prussia, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 4,120
Initial Cost of Buildings and Improvements	17,984
Total Initial Costs	22,104
Costs Capitalized or Adjustments Subsequent to Acquisition	(1)
Gross amount carried, Land	4,120
Gross amount carried, Buildings and Improvements	17,983
Gross amount carried, Total Costs	22,103
Accumulated Depreciation and Amortization	$ (2,050)
Key Logistics Portfolio in King of Prussia, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in King of Prussia, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Lanham, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,979
Initial Cost of Buildings and Improvements	18,147
Total Initial Costs	22,126
Costs Capitalized or Adjustments Subsequent to Acquisition	671
Gross amount carried, Land	3,979
Gross amount carried, Buildings and Improvements	18,818
Gross amount carried, Total Costs	22,797
Accumulated Depreciation and Amortization	$ (1,329)
Key Logistics Portfolio in Lanham, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Lanham, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Key Logistics Portfolio in Lincolnshire, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,695
Initial Cost of Buildings and Improvements	11,939
Total Initial Costs	13,634
Costs Capitalized or Adjustments Subsequent to Acquisition	58
Gross amount carried, Land	1,695
Gross amount carried, Buildings and Improvements	11,997
Gross amount carried, Total Costs	13,692
Accumulated Depreciation and Amortization	$ (868)
Key Logistics Portfolio in Lincolnshire, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Lincolnshire, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Key Logistics Portfolio in Louisville, KY
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	5
Initial Cost of Land	$ 8,248
Initial Cost of Buildings and Improvements	117,907
Total Initial Costs	126,155
Costs Capitalized or Adjustments Subsequent to Acquisition	209
Gross amount carried, Land	8,248
Gross amount carried, Buildings and Improvements	118,116
Gross amount carried, Total Costs	126,364
Accumulated Depreciation and Amortization	$ (11,059)
Key Logistics Portfolio in Louisville, KY | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Louisville, KY | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Key Logistics Portfolio in Mechanicsburg, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,205
Initial Cost of Buildings and Improvements	11,882
Total Initial Costs	14,087
Costs Capitalized or Adjustments Subsequent to Acquisition	1
Gross amount carried, Land	2,205
Gross amount carried, Buildings and Improvements	11,883
Gross amount carried, Total Costs	14,088
Accumulated Depreciation and Amortization	$ (1,208)
Key Logistics Portfolio in Mechanicsburg, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Mechanicsburg, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Memphis, TN
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	6
Initial Cost of Land	$ 6,873
Initial Cost of Buildings and Improvements	103,715
Total Initial Costs	110,588
Costs Capitalized or Adjustments Subsequent to Acquisition	1,229
Gross amount carried, Land	6,873
Gross amount carried, Buildings and Improvements	104,944
Gross amount carried, Total Costs	111,817
Accumulated Depreciation and Amortization	$ (13,047)
Key Logistics Portfolio in Memphis, TN | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Memphis, TN | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Olive Branch, MS
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,656
Initial Cost of Buildings and Improvements	29,453
Total Initial Costs	32,109
Costs Capitalized or Adjustments Subsequent to Acquisition	89
Gross amount carried, Land	2,656
Gross amount carried, Buildings and Improvements	29,542
Gross amount carried, Total Costs	32,198
Accumulated Depreciation and Amortization	$ (2,178)
Key Logistics Portfolio in Olive Branch, MS | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Olive Branch, MS | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Key Logistics Portfolio in Ontario, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	3
Initial Cost of Land	$ 13,418
Initial Cost of Buildings and Improvements	38,965
Total Initial Costs	52,383
Costs Capitalized or Adjustments Subsequent to Acquisition	185
Gross amount carried, Land	13,418
Gross amount carried, Buildings and Improvements	39,150
Gross amount carried, Total Costs	52,568
Accumulated Depreciation and Amortization	$ (4,081)
Key Logistics Portfolio in Ontario, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Ontario, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Pompano Beach, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 4,431
Initial Cost of Buildings and Improvements	10,992
Total Initial Costs	15,423
Costs Capitalized or Adjustments Subsequent to Acquisition	357
Gross amount carried, Land	4,431
Gross amount carried, Buildings and Improvements	11,349
Gross amount carried, Total Costs	15,780
Accumulated Depreciation and Amortization	$ (1,101)
Key Logistics Portfolio in Pompano Beach, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Pompano Beach, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Renton, WA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,745
Initial Cost of Buildings and Improvements	13,612
Total Initial Costs	18,357
Costs Capitalized or Adjustments Subsequent to Acquisition	(1)
Gross amount carried, Land	4,745
Gross amount carried, Buildings and Improvements	13,611
Gross amount carried, Total Costs	18,356
Accumulated Depreciation and Amortization	$ (1,375)
Key Logistics Portfolio in Renton, WA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Renton, WA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Salt Lake City, UT
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 5,966
Initial Cost of Buildings and Improvements	53,720
Total Initial Costs	59,686
Costs Capitalized or Adjustments Subsequent to Acquisition	372
Gross amount carried, Land	5,966
Gross amount carried, Buildings and Improvements	54,092
Gross amount carried, Total Costs	60,058
Accumulated Depreciation and Amortization	$ (5,320)
Key Logistics Portfolio in Salt Lake City, UT | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Salt Lake City, UT | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Stockton, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 15,700
Initial Cost of Buildings and Improvements	73,083
Total Initial Costs	88,783
Costs Capitalized or Adjustments Subsequent to Acquisition	914
Gross amount carried, Land	15,700
Gross amount carried, Buildings and Improvements	73,997
Gross amount carried, Total Costs	89,697
Accumulated Depreciation and Amortization	$ (8,184)
Key Logistics Portfolio in Stockton, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Stockton, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Key Logistics Portfolio in Tacoma, WA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,844
Initial Cost of Buildings and Improvements	6,354
Total Initial Costs	10,198
Costs Capitalized or Adjustments Subsequent to Acquisition	189
Gross amount carried, Land	3,844
Gross amount carried, Buildings and Improvements	6,543
Gross amount carried, Total Costs	10,387
Accumulated Depreciation and Amortization	$ (590)
Key Logistics Portfolio in Tacoma, WA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Tacoma, WA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Totowa, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 11,530
Initial Cost of Buildings and Improvements	46,672
Total Initial Costs	58,202
Costs Capitalized or Adjustments Subsequent to Acquisition	955
Gross amount carried, Land	11,530
Gross amount carried, Buildings and Improvements	47,627
Gross amount carried, Total Costs	59,157
Accumulated Depreciation and Amortization	$ (4,252)
Key Logistics Portfolio in Totowa, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Totowa, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Tracy, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 11,240
Initial Cost of Buildings and Improvements	47,595
Total Initial Costs	58,835
Costs Capitalized or Adjustments Subsequent to Acquisition	1,327
Gross amount carried, Land	11,240
Gross amount carried, Buildings and Improvements	48,922
Gross amount carried, Total Costs	60,162
Accumulated Depreciation and Amortization	$ (4,800)
Key Logistics Portfolio in Tracy, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Tracy, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in Upper Marlboro, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,206
Initial Cost of Buildings and Improvements	4,926
Total Initial Costs	7,132
Costs Capitalized or Adjustments Subsequent to Acquisition	633
Gross amount carried, Land	2,206
Gross amount carried, Buildings and Improvements	5,559
Gross amount carried, Total Costs	7,765
Accumulated Depreciation and Amortization	$ (334)
Key Logistics Portfolio in Upper Marlboro, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Upper Marlboro, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Key Logistics Portfolio in Valencia, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 6,555
Initial Cost of Buildings and Improvements	11,619
Total Initial Costs	18,174
Costs Capitalized or Adjustments Subsequent to Acquisition	22
Gross amount carried, Land	6,555
Gross amount carried, Buildings and Improvements	11,641
Gross amount carried, Total Costs	18,196
Accumulated Depreciation and Amortization	$ (775)
Key Logistics Portfolio in Valencia, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Valencia, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Key Logistics Portfolio in Wayne, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,800
Initial Cost of Buildings and Improvements	13,770
Total Initial Costs	19,570
Costs Capitalized or Adjustments Subsequent to Acquisition	256
Gross amount carried, Land	5,800
Gross amount carried, Buildings and Improvements	14,026
Gross amount carried, Total Costs	19,826
Accumulated Depreciation and Amortization	$ (1,163)
Key Logistics Portfolio in Wayne, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in Wayne, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Key Logistics Portfolio in York, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,645
Initial Cost of Buildings and Improvements	20,466
Total Initial Costs	25,111
Gross amount carried, Land	4,645
Gross amount carried, Buildings and Improvements	20,466
Gross amount carried, Total Costs	25,111
Accumulated Depreciation and Amortization	$ (2,279)
Key Logistics Portfolio in York, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Key Logistics Portfolio in York, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Stonewood Logistics Center in York, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,193
Initial Cost of Buildings and Improvements	18,150
Total Initial Costs	19,343
Costs Capitalized or Adjustments Subsequent to Acquisition	1,471
Gross amount carried, Land	1,193
Gross amount carried, Buildings and Improvements	19,621
Gross amount carried, Total Costs	20,814
Accumulated Depreciation and Amortization	$ (935)
Stonewood Logistics Center in York, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Stonewood Logistics Center in York, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Heron Industrial Center in Swedesboro, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,622
Initial Cost of Buildings and Improvements	20,377
Total Initial Costs	25,999
Costs Capitalized or Adjustments Subsequent to Acquisition	183
Gross amount carried, Land	5,622
Gross amount carried, Buildings and Improvements	20,560
Gross amount carried, Total Costs	26,182
Accumulated Depreciation and Amortization	$ (2,468)
Heron Industrial Center in Swedesboro, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Heron Industrial Center in Swedesboro, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Colony Crossing Logistics Portfolio in Houston, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 5,258
Initial Cost of Buildings and Improvements	16,311
Total Initial Costs	21,569
Costs Capitalized or Adjustments Subsequent to Acquisition	381
Gross amount carried, Land	5,258
Gross amount carried, Buildings and Improvements	16,692
Gross amount carried, Total Costs	21,950
Accumulated Depreciation and Amortization	$ (2,047)
Colony Crossing Logistics Portfolio in Houston, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Colony Crossing Logistics Portfolio in Houston, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Harvill Industrial Center in Riverside, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Initial Cost of Land	$ 7,532
Total Initial Costs	7,532
Costs Capitalized or Adjustments Subsequent to Acquisition	1,417
Gross amount carried, Land	7,782
Gross amount carried, Buildings and Improvements	1,167
Gross amount carried, Total Costs	$ 8,949
Harvill Industrial Center in Riverside, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Harvill Industrial Center in Riverside, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Commerce Farms Logistics Center in Lebanon, TN
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,117
Initial Cost of Buildings and Improvements	60,704
Total Initial Costs	63,821
Costs Capitalized or Adjustments Subsequent to Acquisition	607
Gross amount carried, Land	3,117
Gross amount carried, Buildings and Improvements	61,311
Gross amount carried, Total Costs	64,428
Accumulated Depreciation and Amortization	$ (4,853)
Commerce Farms Logistics Center in Lebanon, TN | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Commerce Farms Logistics Center in Lebanon, TN | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
North County Commerce Center in Vista, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	5
Initial Cost of Land	$ 42,171
Initial Cost of Buildings and Improvements	104,961
Total Initial Costs	147,132
Costs Capitalized or Adjustments Subsequent to Acquisition	641
Gross amount carried, Land	42,171
Gross amount carried, Buildings and Improvements	105,602
Gross amount carried, Total Costs	147,773
Accumulated Depreciation and Amortization	$ (9,215)
North County Commerce Center in Vista, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
North County Commerce Center in Vista, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Performance Distribution Center in Stockton, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 9,733
Initial Cost of Buildings and Improvements	19,799
Total Initial Costs	29,532
Costs Capitalized or Adjustments Subsequent to Acquisition	14
Gross amount carried, Land	9,733
Gross amount carried, Buildings and Improvements	19,813
Gross amount carried, Total Costs	29,546
Accumulated Depreciation and Amortization	$ (1,181)
Performance Distribution Center in Stockton, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Performance Distribution Center in Stockton, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Madison Distribution Center in Tampa, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 766
Initial Cost of Buildings and Improvements	12,236
Total Initial Costs	13,002
Costs Capitalized or Adjustments Subsequent to Acquisition	9
Gross amount carried, Land	766
Gross amount carried, Buildings and Improvements	12,245
Gross amount carried, Total Costs	13,011
Accumulated Depreciation and Amortization	$ (747)
Madison Distribution Center in Tampa, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Madison Distribution Center in Tampa, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
355 Logistics Center in Lockport, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 3,360
Initial Cost of Buildings and Improvements	62,062
Total Initial Costs	65,422
Costs Capitalized or Adjustments Subsequent to Acquisition	1,808
Gross amount carried, Land	3,360
Gross amount carried, Buildings and Improvements	63,870
Gross amount carried, Total Costs	67,230
Accumulated Depreciation and Amortization	$ (3,756)
355 Logistics Center in Lockport, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
355 Logistics Center in Lockport, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
1 Stanley Drive in Aston, PA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,265
Initial Cost of Buildings and Improvements	20,974
Total Initial Costs	22,239
Costs Capitalized or Adjustments Subsequent to Acquisition	98
Gross amount carried, Land	1,265
Gross amount carried, Buildings and Improvements	21,072
Gross amount carried, Total Costs	22,337
Accumulated Depreciation and Amortization	$ (1,168)
1 Stanley Drive in Aston, PA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
1 Stanley Drive in Aston, PA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Gilbert Gateway Commerce Park in Gilbert, AZ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	3
Initial Cost of Land	$ 8,129
Initial Cost of Buildings and Improvements	80,026
Total Initial Costs	88,155
Costs Capitalized or Adjustments Subsequent to Acquisition	2,694
Gross amount carried, Land	8,129
Gross amount carried, Buildings and Improvements	82,720
Gross amount carried, Total Costs	90,849
Accumulated Depreciation and Amortization	$ (4,114)
Gilbert Gateway Commerce Park in Gilbert, AZ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Gilbert Gateway Commerce Park in Gilbert, AZ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
California Business Center in Salt Lake City, UT
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 4,780
Initial Cost of Buildings and Improvements	26,290
Total Initial Costs	31,070
Costs Capitalized or Adjustments Subsequent to Acquisition	295
Gross amount carried, Land	4,780
Gross amount carried, Buildings and Improvements	26,585
Gross amount carried, Total Costs	31,365
Accumulated Depreciation and Amortization	$ (2,915)
California Business Center in Salt Lake City, UT | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
California Business Center in Salt Lake City, UT | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Molto Portfolio in Aurora, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,169
Initial Cost of Buildings and Improvements	32,432
Total Initial Costs	37,601
Costs Capitalized or Adjustments Subsequent to Acquisition	787
Gross amount carried, Land	5,169
Gross amount carried, Buildings and Improvements	33,219
Gross amount carried, Total Costs	38,388
Accumulated Depreciation and Amortization	$ (1,492)
Molto Portfolio in Aurora, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Molto Portfolio in Aurora, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Molto Portfolio in Hebron, KY
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,857
Initial Cost of Buildings and Improvements	20,674
Total Initial Costs	22,531
Costs Capitalized or Adjustments Subsequent to Acquisition	1
Gross amount carried, Land	1,857
Gross amount carried, Buildings and Improvements	20,675
Gross amount carried, Total Costs	22,532
Accumulated Depreciation and Amortization	$ (834)
Molto Portfolio in Hebron, KY | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Molto Portfolio in Hebron, KY | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Molto Portfolio in Houston, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 7,370
Initial Cost of Buildings and Improvements	70,096
Total Initial Costs	77,466
Costs Capitalized or Adjustments Subsequent to Acquisition	1,533
Gross amount carried, Land	7,370
Gross amount carried, Buildings and Improvements	71,629
Gross amount carried, Total Costs	78,999
Accumulated Depreciation and Amortization	$ (3,222)
Molto Portfolio in Houston, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Molto Portfolio in Houston, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Molto Portfolio in La Vergne, TN
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,696
Initial Cost of Buildings and Improvements	23,720
Total Initial Costs	27,416
Costs Capitalized or Adjustments Subsequent to Acquisition	1
Gross amount carried, Land	3,696
Gross amount carried, Buildings and Improvements	23,721
Gross amount carried, Total Costs	27,417
Accumulated Depreciation and Amortization	$ (1,110)
Molto Portfolio in La Vergne, TN | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Molto Portfolio in La Vergne, TN | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Molto Portfolio in Louisville, KY
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,755
Initial Cost of Buildings and Improvements	36,195
Total Initial Costs	39,950
Costs Capitalized or Adjustments Subsequent to Acquisition	307
Gross amount carried, Land	3,755
Gross amount carried, Buildings and Improvements	36,502
Gross amount carried, Total Costs	40,257
Accumulated Depreciation and Amortization	$ (1,679)
Molto Portfolio in Louisville, KY | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Molto Portfolio in Louisville, KY | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Walker Mill Industrial Center in Capitol Heights, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,908
Initial Cost of Buildings and Improvements	14,297
Total Initial Costs	17,205
Costs Capitalized or Adjustments Subsequent to Acquisition	29
Gross amount carried, Land	2,908
Gross amount carried, Buildings and Improvements	14,326
Gross amount carried, Total Costs	17,234
Accumulated Depreciation and Amortization	$ (960)
Walker Mill Industrial Center in Capitol Heights, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Walker Mill Industrial Center in Capitol Heights, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Greater Boston Portfolio in Franklin, MA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,646
Initial Cost of Buildings and Improvements	14,367
Total Initial Costs	17,013
Costs Capitalized or Adjustments Subsequent to Acquisition	250
Gross amount carried, Land	2,646
Gross amount carried, Buildings and Improvements	14,617
Gross amount carried, Total Costs	17,263
Accumulated Depreciation and Amortization	$ (1,027)
Greater Boston Portfolio in Franklin, MA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Greater Boston Portfolio in Franklin, MA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Greater Boston Portfolio in Danvers, MA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,176
Initial Cost of Buildings and Improvements	16,169
Total Initial Costs	20,345
Costs Capitalized or Adjustments Subsequent to Acquisition	33
Gross amount carried, Land	4,176
Gross amount carried, Buildings and Improvements	16,202
Gross amount carried, Total Costs	20,378
Accumulated Depreciation and Amortization	$ (1,347)
Greater Boston Portfolio in Danvers, MA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Greater Boston Portfolio in Danvers, MA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
McDonald Portfolio in Alpharetta, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 4,228
Initial Cost of Buildings and Improvements	49,773
Total Initial Costs	54,001
Costs Capitalized or Adjustments Subsequent to Acquisition	2,163
Gross amount carried, Land	4,228
Gross amount carried, Buildings and Improvements	51,936
Gross amount carried, Total Costs	56,164
Accumulated Depreciation and Amortization	$ (3,308)
McDonald Portfolio in Alpharetta, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
McDonald Portfolio in Alpharetta, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
McDonald Portfolio in Atlanta, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	6
Initial Cost of Land	$ 10,312
Initial Cost of Buildings and Improvements	192,196
Total Initial Costs	202,508
Costs Capitalized or Adjustments Subsequent to Acquisition	1,454
Gross amount carried, Land	10,312
Gross amount carried, Buildings and Improvements	193,650
Gross amount carried, Total Costs	203,962
Accumulated Depreciation and Amortization	$ (12,670)
McDonald Portfolio in Atlanta, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
McDonald Portfolio in Atlanta, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
McDonald Portfolio in Ellenwood, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 4,808
Initial Cost of Buildings and Improvements	72,142
Total Initial Costs	76,950
Costs Capitalized or Adjustments Subsequent to Acquisition	642
Gross amount carried, Land	4,808
Gross amount carried, Buildings and Improvements	72,784
Gross amount carried, Total Costs	77,592
Accumulated Depreciation and Amortization	$ (4,143)
McDonald Portfolio in Ellenwood, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
McDonald Portfolio in Ellenwood, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
McDonald Portfolio in Savannah, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 5,862
Initial Cost of Buildings and Improvements	56,433
Total Initial Costs	62,295
Costs Capitalized or Adjustments Subsequent to Acquisition	123
Gross amount carried, Land	5,862
Gross amount carried, Buildings and Improvements	56,556
Gross amount carried, Total Costs	62,418
Accumulated Depreciation and Amortization	$ (3,048)
McDonald Portfolio in Savannah, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
McDonald Portfolio in Savannah, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Riggs Hill Industrial Center in Jessup, MD
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 827
Initial Cost of Buildings and Improvements	4,832
Total Initial Costs	5,659
Costs Capitalized or Adjustments Subsequent to Acquisition	77
Gross amount carried, Land	827
Gross amount carried, Buildings and Improvements	4,909
Gross amount carried, Total Costs	5,736
Accumulated Depreciation and Amortization	$ (441)
Riggs Hill Industrial Center in Jessup, MD | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Riggs Hill Industrial Center in Jessup, MD | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Valwood Industrial Center in Carrollton, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 12,755
Initial Cost of Buildings and Improvements	30,377
Total Initial Costs	43,132
Costs Capitalized or Adjustments Subsequent to Acquisition	786
Gross amount carried, Land	12,755
Gross amount carried, Buildings and Improvements	31,163
Gross amount carried, Total Costs	43,918
Accumulated Depreciation and Amortization	$ (2,183)
Valwood Industrial Center in Carrollton, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Valwood Industrial Center in Carrollton, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Port Crossing Logistics Center in LaPorte, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,518
Initial Cost of Buildings and Improvements	29,476
Total Initial Costs	31,994
Costs Capitalized or Adjustments Subsequent to Acquisition	88
Gross amount carried, Land	2,518
Gross amount carried, Buildings and Improvements	29,564
Gross amount carried, Total Costs	32,082
Accumulated Depreciation and Amortization	$ (1,280)
Port Crossing Logistics Center in LaPorte, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Port Crossing Logistics Center in LaPorte, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Hainesport Commerce Center in Hainesport, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 19,042
Initial Cost of Buildings and Improvements	113,768
Total Initial Costs	132,810
Costs Capitalized or Adjustments Subsequent to Acquisition	997
Gross amount carried, Land	19,042
Gross amount carried, Buildings and Improvements	114,765
Gross amount carried, Total Costs	133,807
Accumulated Depreciation and Amortization	$ (4,025)
Hainesport Commerce Center in Hainesport, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Hainesport Commerce Center in Hainesport, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Beltway Logistics Center in Charlotte, NC
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,726
Initial Cost of Buildings and Improvements	23,327
Total Initial Costs	28,053
Costs Capitalized or Adjustments Subsequent to Acquisition	133
Gross amount carried, Land	4,726
Gross amount carried, Buildings and Improvements	23,460
Gross amount carried, Total Costs	28,186
Accumulated Depreciation and Amortization	$ (831)
Beltway Logistics Center in Charlotte, NC | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Beltway Logistics Center in Charlotte, NC | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Clackamas Industrial Center in Clackamas, OR
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 9,623
Initial Cost of Buildings and Improvements	41,551
Total Initial Costs	51,174
Costs Capitalized or Adjustments Subsequent to Acquisition	12
Gross amount carried, Land	9,623
Gross amount carried, Buildings and Improvements	41,563
Gross amount carried, Total Costs	51,186
Accumulated Depreciation and Amortization	$ (4,007)
Clackamas Industrial Center in Clackamas, OR | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Clackamas Industrial Center in Clackamas, OR | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Build-to-Core II Logistics Portfolio in Aurora, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,187
Initial Cost of Buildings and Improvements	21,354
Total Initial Costs	24,541
Costs Capitalized or Adjustments Subsequent to Acquisition	210
Gross amount carried, Land	3,187
Gross amount carried, Buildings and Improvements	21,564
Gross amount carried, Total Costs	24,751
Accumulated Depreciation and Amortization	$ (962)
Build-to-Core II Logistics Portfolio in Aurora, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-to-Core II Logistics Portfolio in Aurora, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-to-Core II Logistics Portfolio in Avenel, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 20,489
Initial Cost of Buildings and Improvements	22,267
Total Initial Costs	42,756
Costs Capitalized or Adjustments Subsequent to Acquisition	49
Gross amount carried, Land	20,489
Gross amount carried, Buildings and Improvements	22,316
Gross amount carried, Total Costs	42,805
Accumulated Depreciation and Amortization	$ (745)
Build-to-Core II Logistics Portfolio in Avenel, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-to-Core II Logistics Portfolio in Avenel, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-to-Core II Logistics Portfolio in Lakewood, WA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	3
Initial Cost of Land	$ 30,833
Initial Cost of Buildings and Improvements	149,703
Total Initial Costs	180,536
Costs Capitalized or Adjustments Subsequent to Acquisition	2,548
Gross amount carried, Land	30,837
Gross amount carried, Buildings and Improvements	152,247
Gross amount carried, Total Costs	183,084
Accumulated Depreciation and Amortization	$ (5,198)
Build-to-Core II Logistics Portfolio in Lakewood, WA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-to-Core II Logistics Portfolio in Lakewood, WA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-to-Core II Logistics Portfolio in Mount Prospect, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,725
Initial Cost of Buildings and Improvements	20,434
Total Initial Costs	24,159
Costs Capitalized or Adjustments Subsequent to Acquisition	28
Gross amount carried, Land	3,725
Gross amount carried, Buildings and Improvements	20,462
Gross amount carried, Total Costs	24,187
Accumulated Depreciation and Amortization	$ (716)
Build-to-Core II Logistics Portfolio in Mount Prospect, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-to-Core II Logistics Portfolio in Mount Prospect, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-to-Core II Logistics Portfolio in Naperville, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,951
Initial Cost of Buildings and Improvements	16,137
Total Initial Costs	18,088
Costs Capitalized or Adjustments Subsequent to Acquisition	589
Gross amount carried, Land	1,951
Gross amount carried, Buildings and Improvements	16,726
Gross amount carried, Total Costs	18,677
Accumulated Depreciation and Amortization	$ (615)
Build-to-Core II Logistics Portfolio in Naperville, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-to-Core II Logistics Portfolio in Naperville, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Build-to-Core II Logistics Portfolio in Newark, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Initial Cost of Land	$ 25,879
Initial Cost of Buildings and Improvements	1,634
Total Initial Costs	27,513
Costs Capitalized or Adjustments Subsequent to Acquisition	15,262
Gross amount carried, Land	25,879
Gross amount carried, Buildings and Improvements	16,896
Gross amount carried, Total Costs	$ 42,775
Build-to-Core II Logistics Portfolio in Schertz, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 503
Initial Cost of Buildings and Improvements	9,177
Total Initial Costs	9,680
Costs Capitalized or Adjustments Subsequent to Acquisition	101
Gross amount carried, Land	503
Gross amount carried, Buildings and Improvements	9,278
Gross amount carried, Total Costs	9,781
Accumulated Depreciation and Amortization	$ (593)
Build-to-Core II Logistics Portfolio in Schertz, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-to-Core II Logistics Portfolio in Schertz, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Build-to-Core II Logistics Portfolio in Tualatin, OR
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,231
Initial Cost of Buildings and Improvements	27,698
Total Initial Costs	31,929
Costs Capitalized or Adjustments Subsequent to Acquisition	(93)
Gross amount carried, Land	4,102
Gross amount carried, Buildings and Improvements	27,734
Gross amount carried, Total Costs	31,836
Accumulated Depreciation and Amortization	$ (1,015)
Build-to-Core II Logistics Portfolio in Tualatin, OR | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Build-to-Core II Logistics Portfolio in Tualatin, OR | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Northlake Logistics Crossing in Northlake, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Initial Cost of Land	$ 21,569
Total Initial Costs	21,569
Costs Capitalized or Adjustments Subsequent to Acquisition	92,305
Gross amount carried, Land	21,569
Gross amount carried, Buildings and Improvements	92,305
Gross amount carried, Total Costs	113,874
Tampa Commerce Center in Temple Terrace, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Initial Cost of Land	6,270
Total Initial Costs	6,270
Costs Capitalized or Adjustments Subsequent to Acquisition	16,778
Gross amount carried, Land	6,270
Gross amount carried, Buildings and Improvements	16,778
Gross amount carried, Total Costs	$ 23,048
Medley 104 Industrial Center in Medley, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 13,436
Initial Cost of Buildings and Improvements	40,234
Total Initial Costs	53,670
Costs Capitalized or Adjustments Subsequent to Acquisition	38
Gross amount carried, Land	13,436
Gross amount carried, Buildings and Improvements	40,272
Gross amount carried, Total Costs	53,708
Accumulated Depreciation and Amortization	$ (1,862)
Medley 104 Industrial Center in Medley, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Medley 104 Industrial Center in Medley, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
IDI U.S. Logistics Portfolio in Buford, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,962
Initial Cost of Buildings and Improvements	18,213
Total Initial Costs	21,175
Costs Capitalized or Adjustments Subsequent to Acquisition	3
Gross amount carried, Land	2,962
Gross amount carried, Buildings and Improvements	18,216
Gross amount carried, Total Costs	21,178
Accumulated Depreciation and Amortization	$ (427)
IDI U.S. Logistics Portfolio in Buford, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI U.S. Logistics Portfolio in Buford, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI U.S. Logistics Portfolio in Channahon, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 8,940
Initial Cost of Buildings and Improvements	93,938
Total Initial Costs	102,878
Costs Capitalized or Adjustments Subsequent to Acquisition	349
Gross amount carried, Land	8,940
Gross amount carried, Buildings and Improvements	94,287
Gross amount carried, Total Costs	103,227
Accumulated Depreciation and Amortization	$ (1,648)
IDI U.S. Logistics Portfolio in Channahon, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI U.S. Logistics Portfolio in Channahon, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI U.S. Logistics Portfolio in Jefferson, GA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 6,798
Initial Cost of Buildings and Improvements	83,287
Total Initial Costs	90,085
Costs Capitalized or Adjustments Subsequent to Acquisition	1
Gross amount carried, Land	6,798
Gross amount carried, Buildings and Improvements	83,288
Gross amount carried, Total Costs	90,086
Accumulated Depreciation and Amortization	$ (3,069)
IDI U.S. Logistics Portfolio in Jefferson, GA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI U.S. Logistics Portfolio in Jefferson, GA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI U.S. Logistics Portfolio in Fort Worth, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,254
Initial Cost of Buildings and Improvements	42,904
Total Initial Costs	47,158
Costs Capitalized or Adjustments Subsequent to Acquisition	2
Gross amount carried, Land	4,254
Gross amount carried, Buildings and Improvements	42,906
Gross amount carried, Total Costs	47,160
Accumulated Depreciation and Amortization	$ (1,131)
IDI U.S. Logistics Portfolio in Fort Worth, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI U.S. Logistics Portfolio in Fort Worth, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI U.S. Logistics Portfolio in Garland, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 4,711
Initial Cost of Buildings and Improvements	59,177
Total Initial Costs	63,888
Costs Capitalized or Adjustments Subsequent to Acquisition	2
Gross amount carried, Land	4,711
Gross amount carried, Buildings and Improvements	59,179
Gross amount carried, Total Costs	63,890
Accumulated Depreciation and Amortization	$ (1,627)
IDI U.S. Logistics Portfolio in Garland, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI U.S. Logistics Portfolio in Garland, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI U.S. Logistics Portfolio in Indianapolis, IN
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 5,104
Initial Cost of Buildings and Improvements	63,962
Total Initial Costs	69,066
Costs Capitalized or Adjustments Subsequent to Acquisition	836
Gross amount carried, Land	5,104
Gross amount carried, Buildings and Improvements	64,798
Gross amount carried, Total Costs	69,902
Accumulated Depreciation and Amortization	$ (1,952)
IDI U.S. Logistics Portfolio in Indianapolis, IN | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI U.S. Logistics Portfolio in Indianapolis, IN | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI U.S. Logistics Portfolio in Southhaven, MS
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,082
Initial Cost of Buildings and Improvements	23,638
Total Initial Costs	25,720
Gross amount carried, Land	2,082
Gross amount carried, Buildings and Improvements	23,638
Gross amount carried, Total Costs	25,720
Accumulated Depreciation and Amortization	$ (675)
IDI U.S. Logistics Portfolio in Southhaven, MS | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI U.S. Logistics Portfolio in Southhaven, MS | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Chicago Growth Portfolio in Bolingbrook, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 2,354
Initial Cost of Buildings and Improvements	22,921
Total Initial Costs	25,275
Costs Capitalized or Adjustments Subsequent to Acquisition	50
Gross amount carried, Land	2,354
Gross amount carried, Buildings and Improvements	22,971
Gross amount carried, Total Costs	25,325
Accumulated Depreciation and Amortization	$ (1,001)
Chicago Growth Portfolio in Bolingbrook, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Chicago Growth Portfolio in Bolingbrook, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Chicago Growth Portfolio in Chicago, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 3,326
Initial Cost of Buildings and Improvements	28,536
Total Initial Costs	31,862
Gross amount carried, Land	3,326
Gross amount carried, Buildings and Improvements	28,536
Gross amount carried, Total Costs	31,862
Accumulated Depreciation and Amortization	$ (1,707)
Chicago Growth Portfolio in Chicago, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Chicago Growth Portfolio in Chicago, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Chicago Growth Portfolio in Elgin, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 4,911
Initial Cost of Buildings and Improvements	34,448
Total Initial Costs	39,359
Costs Capitalized or Adjustments Subsequent to Acquisition	115
Gross amount carried, Land	4,911
Gross amount carried, Buildings and Improvements	34,563
Gross amount carried, Total Costs	39,474
Accumulated Depreciation and Amortization	$ (1,824)
Chicago Growth Portfolio in Elgin, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Chicago Growth Portfolio in Elgin, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Chicago Growth Portfolio in Lemont, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 2,387
Initial Cost of Buildings and Improvements	20,705
Total Initial Costs	23,092
Costs Capitalized or Adjustments Subsequent to Acquisition	133
Gross amount carried, Land	2,387
Gross amount carried, Buildings and Improvements	20,838
Gross amount carried, Total Costs	23,225
Accumulated Depreciation and Amortization	$ (1,009)
Chicago Growth Portfolio in Lemont, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Chicago Growth Portfolio in Lemont, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Chicago Growth Portfolio in Libertyville, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 4,732
Initial Cost of Buildings and Improvements	46,322
Total Initial Costs	51,054
Costs Capitalized or Adjustments Subsequent to Acquisition	434
Gross amount carried, Land	4,732
Gross amount carried, Buildings and Improvements	46,756
Gross amount carried, Total Costs	51,488
Accumulated Depreciation and Amortization	$ (2,215)
Chicago Growth Portfolio in Libertyville, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Chicago Growth Portfolio in Libertyville, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
Chicago Growth Portfolio in Romeoville, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 1,049
Initial Cost of Buildings and Improvements	10,444
Total Initial Costs	11,493
Costs Capitalized or Adjustments Subsequent to Acquisition	2
Gross amount carried, Land	1,049
Gross amount carried, Buildings and Improvements	10,446
Gross amount carried, Total Costs	11,495
Accumulated Depreciation and Amortization	$ (521)
Chicago Growth Portfolio in Romeoville, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Chicago Growth Portfolio in Romeoville, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Four Studebaker Commerce Center in Irvine, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 9,334
Initial Cost of Buildings and Improvements	23,854
Total Initial Costs	33,188
Costs Capitalized or Adjustments Subsequent to Acquisition	58
Gross amount carried, Land	9,334
Gross amount carried, Buildings and Improvements	23,912
Gross amount carried, Total Costs	33,246
Accumulated Depreciation and Amortization	$ (1,209)
Four Studebaker Commerce Center in Irvine, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Four Studebaker Commerce Center in Irvine, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Southeast Orlando Portfolio in Kissimmee, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Buildings and Improvements	$ 20,468
Total Initial Costs	20,468
Costs Capitalized or Adjustments Subsequent to Acquisition	267
Gross amount carried, Buildings and Improvements	20,735
Gross amount carried, Total Costs	20,735
Accumulated Depreciation and Amortization	$ (837)
Southeast Orlando Portfolio in Kissimmee, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Southeast Orlando Portfolio in Kissimmee, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Southeast Orlando Portfolio in Orlando, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	4
Initial Cost of Land	$ 23,658
Initial Cost of Buildings and Improvements	94,414
Total Initial Costs	118,072
Costs Capitalized or Adjustments Subsequent to Acquisition	122
Gross amount carried, Land	23,658
Gross amount carried, Buildings and Improvements	94,536
Gross amount carried, Total Costs	118,194
Accumulated Depreciation and Amortization	$ (4,322)
Southeast Orlando Portfolio in Orlando, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Southeast Orlando Portfolio in Orlando, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
I-465 East Logistics Center in Indianapolis, IN
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,097
Initial Cost of Buildings and Improvements	16,826
Total Initial Costs	18,923
Costs Capitalized or Adjustments Subsequent to Acquisition	103
Gross amount carried, Land	2,097
Gross amount carried, Buildings and Improvements	16,929
Gross amount carried, Total Costs	19,026
Accumulated Depreciation and Amortization	$ (468)
I-465 East Logistics Center in Indianapolis, IN | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
I-465 East Logistics Center in Indianapolis, IN | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
Industry Commerce Center in City of Industry, CA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 12,157
Initial Cost of Buildings and Improvements	39,929
Total Initial Costs	52,086
Costs Capitalized or Adjustments Subsequent to Acquisition	69
Gross amount carried, Land	12,157
Gross amount carried, Buildings and Improvements	39,998
Gross amount carried, Total Costs	52,155
Accumulated Depreciation and Amortization	$ (2,253)
Industry Commerce Center in City of Industry, CA | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Industry Commerce Center in City of Industry, CA | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
County Line Corporate Park in Hialeah, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 34,850
Initial Cost of Buildings and Improvements	27,230
Total Initial Costs	62,080
Costs Capitalized or Adjustments Subsequent to Acquisition	57,092
Gross amount carried, Land	34,850
Gross amount carried, Buildings and Improvements	84,322
Gross amount carried, Total Costs	119,172
Robbinsville Distribution Center in Robbinsville, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Initial Cost of Land	364
Total Initial Costs	364
Costs Capitalized or Adjustments Subsequent to Acquisition	2,187
Gross amount carried, Land	1,853
Gross amount carried, Buildings and Improvements	698
Gross amount carried, Total Costs	$ 2,551
Innovation I & II Corporate Park in New Albany, OH
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 5,807
Initial Cost of Buildings and Improvements	58,132
Total Initial Costs	63,939
Costs Capitalized or Adjustments Subsequent to Acquisition	76
Gross amount carried, Land	5,807
Gross amount carried, Buildings and Improvements	58,208
Gross amount carried, Total Costs	64,015
Accumulated Depreciation and Amortization	$ (1,417)
Innovation I & II Corporate Park in New Albany, OH | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
Innovation I & II Corporate Park in New Albany, OH | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI 2022 National Portfolio in Bolingbrook, IL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 13,054
Initial Cost of Buildings and Improvements	94,917
Total Initial Costs	107,971
Costs Capitalized or Adjustments Subsequent to Acquisition	3
Gross amount carried, Land	13,054
Gross amount carried, Buildings and Improvements	94,920
Gross amount carried, Total Costs	107,974
Accumulated Depreciation and Amortization	$ (2,185)
IDI 2022 National Portfolio in Bolingbrook, IL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI 2022 National Portfolio in Bolingbrook, IL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years
IDI 2022 National Portfolio in Mesquite, TX
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 2,930
Initial Cost of Buildings and Improvements	24,934
Total Initial Costs	27,864
Costs Capitalized or Adjustments Subsequent to Acquisition	239
Gross amount carried, Land	2,930
Gross amount carried, Buildings and Improvements	25,173
Gross amount carried, Total Costs	28,103
Accumulated Depreciation and Amortization	$ (571)
IDI 2022 National Portfolio in Mesquite, TX | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI 2022 National Portfolio in Mesquite, TX | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
IDI 2022 National Portfolio in Monroe, OH
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 7,309
Initial Cost of Buildings and Improvements	42,003
Total Initial Costs	49,312
Costs Capitalized or Adjustments Subsequent to Acquisition	1
Gross amount carried, Land	7,309
Gross amount carried, Buildings and Improvements	42,004
Gross amount carried, Total Costs	49,313
Accumulated Depreciation and Amortization	$ (1,439)
IDI 2022 National Portfolio in Monroe, OH | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI 2022 National Portfolio in Monroe, OH | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
IDI 2022 National Portfolio in Olive Branch, MS
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	2
Initial Cost of Land	$ 6,983
Initial Cost of Buildings and Improvements	54,643
Total Initial Costs	61,626
Costs Capitalized or Adjustments Subsequent to Acquisition	9
Gross amount carried, Land	6,983
Gross amount carried, Buildings and Improvements	54,652
Gross amount carried, Total Costs	61,635
Accumulated Depreciation and Amortization	$ (1,498)
IDI 2022 National Portfolio in Olive Branch, MS | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
IDI 2022 National Portfolio in Olive Branch, MS | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	30 years
I-80 Logistics Park in Wayne, NJ
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 16,924
Initial Cost of Buildings and Improvements	121,606
Total Initial Costs	138,530
Costs Capitalized or Adjustments Subsequent to Acquisition	182
Gross amount carried, Land	16,924
Gross amount carried, Buildings and Improvements	121,788
Gross amount carried, Total Costs	138,712
Accumulated Depreciation and Amortization	$ (4,499)
I-80 Logistics Park in Wayne, NJ | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
I-80 Logistics Park in Wayne, NJ | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	20 years
Commonwealth Logistics Center in Jacksonville, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Initial Cost of Land	$ 8,927
Total Initial Costs	8,927
Costs Capitalized or Adjustments Subsequent to Acquisition	18,521
Gross amount carried, Land	8,927
Gross amount carried, Buildings and Improvements	18,521
Gross amount carried, Total Costs	$ 27,448
County Line Corporate Park II in Hileah, FL
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Number of Buildings | building	1
Initial Cost of Land	$ 36,050
Initial Cost of Buildings and Improvements	46,428
Total Initial Costs	82,478
Costs Capitalized or Adjustments Subsequent to Acquisition	8,985
Gross amount carried, Land	36,050
Gross amount carried, Buildings and Improvements	55,413
Gross amount carried, Total Costs	$ 91,463
County Line Corporate Park II in Hileah, FL | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	1 year
County Line Corporate Park II in Hileah, FL | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciable Life (Years)	40 years

XML

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION (Summary of Activity for Investment in Real Estate Properties) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward]
Investment Properties Beginning Balance	$ 4,916,055	$ 1,377,912	$ 891,170
Acquisition of properties	1,888,644	3,507,041	475,320
Improvements	253,314	31,102	11,451
Write-off of intangibles and customer leasing costs	0		(29)
Investment Properties Ending Balance	7,058,013	4,916,055	1,377,912
Accumulated Depreciation and Amortization Beginning Balance	(186,269)	(72,924)	(25,988)
Additions charged to costs and expenses	(268,004)	(113,345)	(46,965)
Write-off of intangibles and customer leasing costs	0		29
Accumulated Depreciation and Amortization Ending Balance	$ (454,273)	$ (186,269)	$ (72,924)