Exhibit 10.31

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________________________________________________________

LOAN AGREEMENT

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Dated as of October 1, 2024

Between

EACH OF THE BORROWERS IDENTIFIED ON SCHEDULE I ATTACHED HERETO,

individually or collectively, as the context may require,
as Borrower

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, MORGAN STANLEY BANK, N.A. and NATIXIS REAL ESTATE CAPITAL LLC,
collectively, as Lender

Property: Project Alpha Portfolio

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Table of Contents

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Table of Contents

(continued)

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Section 3.36 Plainfield Tax Incentive Program

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Section 4.26 Plainfield Tax Incentive Documents

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Table of Contents

(continued)

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Table of Contents

(continued)

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Section 11.8. Syndication

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Table of Contents

(continued)

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Section 17.21. Cross-Default, Cross Collateralization; Waiver of Marshalling of Assets

Section 17.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions

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LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of October 1, 2024 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM”), MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New York, New York 10036 (“MS”), and NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company, having an address at 1251 Avenue of the Americas, New York, New York 10020 (“Natixis”; and together with JPM and MS and each of their respective successors and permitted assigns, individually and/or collectively, as the context may require, “Lender”), and EACH OF THE BORROWERS IDENTIFIED ON SCHEDULE I ATTACHED HERETO, each a Delaware limited liability company or Delaware limited partnership, as applicable, each having its principal place of business at 2000 Avenue of the Stars, 12^th Floor, Los Angeles, California 90067 (each, an “Individual Borrower” and, individually and/or collectively, as the context may require, “Borrower”).

RECITALS:

Borrower desires to obtain the Loan (defined below) from Lender.

Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (defined below).

In consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable LLC” shall mean a limited liability company formed under Delaware law which (i) has two Independent Directors, (ii) has organizational documents that require that, upon the dissolution of the last remaining member or the resignation or the disassociation of the last remaining member from such limited liability company, such Independent Directors shall immediately become Special Members of such limited liability company, (ii) meets all of the requirements of Section 5.1 hereof applicable to limited liability companies and (iii) otherwise meets the Rating Agency criteria then applicable to such entities.

“Account Collateral” shall mean (i) the Accounts, and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all “proceeds” (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing.

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“Accounts” shall mean the Cash Management Account, the Debt Service Account, the Restricted Account, the Tax Account, the Insurance Account, the Leasing Reserve Account, the Excess Cash Flow Account, the Operating Expense Account and any other account established by this Agreement or the other Loan Documents.

“Act” shall have the meaning set forth in Section 5.1 hereof.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control or ownership with such Person or is a director or officer of such Person or of an affiliate of such Person or, with respect to any natural Person, is a member of the Family Group of such Person.

“Affiliated Manager” shall mean any managing agent of any Property which is an Affiliate of Borrower, Guarantor, Sponsor, any SPE Component Entity (if any) or any Affiliate of such entities.

“Agent” shall have the meaning set forth in Section 11.8(a)(iv) hereof.

“Aggregate Material Adverse Effect” shall mean a material adverse effect on (i) the Properties, taken as a whole, (ii) the business, economic performance or financial condition of Borrower, Guarantor, Sponsor or the Properties, taken as a whole, (iii) the enforceability, validity, perfection or priority of the lien of the Security Instrument or the other Loan Documents, or (iv) the ability of Borrower and/or Guarantor to perform, in all material respects, its obligations under the Security Instrument or the other Loan Documents.

“AREIT” shall mean Ares Real Estate Income Trust Inc., a Maryland corporation.

“AREIT OP” shall mean AREIT Operating Partnership LP, a Delaware limited partnership.

“Allocated Loan Amount” shall mean the portion of the principal amount of the Loan allocated to any applicable Individual Property as set forth on Schedule V hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold” shall mean an amount equal to the lesser of (i) ten percent (10%) of the Allocated Loan Amount for the applicable Individual Property and (ii) five percent (5%) of the original principal amount of the Loan.

“Alternate Rate” shall mean, with respect to each Interest Accrual Period and Component, the per annum rate of interest of the applicable Benchmark Replacement, determined by Lender for such Interest Accrual Period, plus the Spread for such Component.

“Alternate Rate Loan” shall mean the Loan at such time as interest thereon accrues at a per annum floating rate of interest equal to the Alternate Rate.

“Applicable Contribution” shall have the meaning set forth in Section 17.20 hereof.

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“Approved Accounting Method” shall mean GAAP, federal tax basis accounting (consistently applied) or such other method of accounting, consistently applied, as may be reasonably acceptable to Lender.

“Approved Annual Budget” shall have the meaning set forth in Section 4.12 hereof.

“Approved Bank” shall mean a bank or other financial institution, the long-term unsecured debt rating of which are at least “A+” by S&P, Fitch and DBRS Morningstar and “A1” by Moody’s and the short-term unsecured debt ratings of which are at least “A-1” by S&P, “F1” by Fitch, “R-1” by DBRS Morningstar and “P-1” by Moody’s.

“Approved Extraordinary Expense” shall mean an operating expense of the Property not set forth on the Approved Annual Budget but approved by Lender in writing (which such approval shall not be unreasonably withheld, conditioned or delayed).

“Approved ID Provider” shall mean each of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company and Lord Securities Corporation; provided, that, (A) the foregoing shall be deemed Approved ID Providers unless and until disapproved by any Rating Agency and (B) additional national providers of Independent Directors may be deemed added to the foregoing hereunder to the extent approved by the Rating Agencies.

“Approved Operating Expense” shall mean an operating expense of the Property set forth on the Approved Annual Budget.

“Approved Replacement Guarantor” shall mean Sponsor or an Affiliate of Sponsor, provided, that, in each case, such Person, (a) satisfies the Eligibility Requirements, (b) is subject to service of process in the United States and is subject to jurisdiction in the courts of the United States, and (c) is not a Disqualified Person.

“Approved Replacement Guarantor Conditions” means that: (i) Approved Replacement Guarantor has duly executed and delivered to Lender a guaranty in substantially the same form and substance as the Guaranty, subject only to changes based on the identity of Approved Replacement Guarantor and to provide that the Approved Replacement Guarantor is only liable under the Guaranty for (A) liabilities as a result of an act, omission or occurrence first arising or accruing on or after the date of the execution of the Guaranty, (B) liabilities as a result of the Event of Default or other act, omission or occurrence for which such Guaranty is being delivered by the Approved Replacement Guarantor to cure, if any, and (C) liabilities for Losses or other expenses and/or damages first arising, accruing, suffered or realized on or after the date of the execution of the Guaranty, regardless of when the act, omission or occurrence giving rise to such Losses or other expense and/or damages occurred (or such other changes requested by the applicable replacement guarantor and approved by Lender in its sole discretion (exercised in good faith)); (ii) Approved Replacement Guarantor has delivered to Lender evidence reasonably acceptable to Lender that such Person is an Approved Replacement Guarantor; (iii) Approved Replacement Guarantor has delivered to Lender (x) such organizational documents, resolutions and consents as Lender reasonably requests or that are referenced in the opinion delivered pursuant to the following subclause (y) below, and (y) one or more legal opinions in form and substance reasonably satisfactory to Lender addressing the authority, execution and enforceability of any such Person and the applicable documents which such Person is executing in connection with the Loan, and such other opinions (including non-consolidation) as Lender may reasonably request; and (iv) Borrower and/or Guarantor have paid all of Lender’s reasonable out-of-pocket costs and expenses, including

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reasonable attorneys’ fees, actually incurred in connection with such Approved Replacement Guarantor Conditions, even if same is not ultimately satisfied.

“Assignment and Assumption” shall have the meaning set forth in Section 11.8(a)(i) hereof.

“Assignment of Management Agreement” shall mean that certain Conditional Assignment of Management Agreement dated as of the date hereof among Lender, Borrower and Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of any Affected Financial Institution.

“Bail-In Legislation” shall mean, (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 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).

“Bank” shall be deemed to refer to the bank or other institution maintaining the Restricted Account pursuant to the Restricted Account Agreement.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Bankruptcy Event” shall mean the occurrence of any one or more the of the following: (i) Borrower or any SPE Component Entity shall commence any case, proceeding or other action (A) under the Bankruptcy Code and/or any Creditors Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, liquidation or dissolution or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (ii) Borrower or any SPE Component Entity shall make a general assignment for the benefit of its creditors; (iii) any Borrower Party or Affiliate Controlled by Guarantor files, or joins or colludes in the filing of, (A) an involuntary petition against Borrower or any SPE Component Entity under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or causes to be solicited or colludes with petitioning creditors for any involuntary petition under the Bankruptcy Code or any other Creditors Rights Laws against Borrower or any SPE Component Entity or (B) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of Borrower’s or any SPE Component Entity’s assets; (iv) Borrower or any SPE Component Entity files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or causes to be solicited or colludes with

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petitioning creditors for any involuntary petition from any Person; (v) any Borrower Party or Affiliate Controlled by Guarantor consents to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, any SPE Component Entity or any portion of the Property; (vi) Borrower or any SPE Component Entity makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (vii) any Borrower Party or Affiliate Controlled by Guarantor contesting or opposing any motion made by Lender to obtain relief from the automatic stay or seeking to reinstate the automatic stay in the event of any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Sponsor or its subsidiaries; and (viii) any Borrower Party or Affiliate Controlled by Guarantor taking any action in furtherance of, in collusion with respect to or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in items (i) through (vii) above.

“Benchmark” shall mean, (i) initially, the Term SOFR Reference Rate; and (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then the applicable Benchmark Replacement.

“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event, the sum of (a) the alternate benchmark rate that has been selected by Lender 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 rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate balance sheet loans at such time and (b) the Benchmark Replacement Adjustment; provided that, in no event shall the Benchmark Replacement for any Interest Accrual Period be deemed to be less than zero.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted 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 Lender giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) 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 the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate balance sheet loans at such time.

“Benchmark Replacement Conditions” shall mean, with respect to any conversion of the Benchmark to a Benchmark Replacement if any portion of the Loan is or will be included in a REMIC Trust, either (i) receipt by Lender of an opinion of nationally recognized REMIC counsel, in form and substance reasonably acceptable to Lender, that such conversion complies with the applicable REMIC requirements, or (ii) formal guidance shall have been issued by the IRS to the effect that such conversion will comply with such REMIC requirements.

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

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therein and (b) the date on which the administrator of the Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide the Benchmark (or such component thereof); and

Notwithstanding the foregoing, if any portion of the Loan is or will be included in a REMIC Trust, in no event shall the Benchmark Replacement Date occur prior to satisfaction of the Benchmark Replacement Conditions or waiver thereof by Lender.

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

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“Benchmark Unavailability Period” shall mean, unless and until a Benchmark Replacement is implemented with respect to the then-current Benchmark pursuant to Section 2.5(b)(v)(A) (rather than pursuant to Section 2.5(b)(iii)), each (if any) Interest Accrual Period for which the Lender determines that (a) adequate and reasonable means do not exist for ascertaining the component of the Interest Rate based on Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) (including, if the Benchmark is the Term SOFR Reference Rate, that Term SOFR cannot be determined in accordance with the definition thereof) or (b) that it is unlawful to use the then-current Benchmark to determine the applicable Interest Rate for any Interest Accrual Period.

“Benefit Amount” shall have the meaning set forth in Section 17.20 hereof.

“Borrower Interest Rate Cap Party” shall mean Parent Borrower, or any other Individual Borrower selected by Borrower and party to any Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement, or Substitute Interest Rate Cap Agreement, as may be in effect from time to time, in accordance with the terms hereof.

“Borrower Party” and “Borrower Parties” shall mean each of Borrower, any SPE Component Entity, Sponsor, any Affiliated Manager and Guarantor.

“Breakage Costs” shall have the meaning set forth in Section 2.5(b)(viii) hereof.

“Business Day” shall mean any day, other than a Saturday, Sunday or any other day on which commercial banks are authorized or required by applicable Legal Requirements to close in New York, New York.

“Cash Management Account” shall have the meaning set forth in Section 9.1 hereof.

“Cash Management Provisions” shall mean the representations, covenants and other terms and conditions of this Agreement and the other Loan Documents (including, without limitation, the Restricted Account Agreement) related to, in each case, cash management and/or other related matters (including, without limitation, Article 9 hereof).

“Casualty” shall have the meaning set forth in Section 7.2 hereof.

“Casualty Consultant” shall have the meaning set forth in Section 7.4 hereof.

“Cause” means, with respect to an Independent Director, (i) intentional acts or omissions by such Independent Director that constitute willful disregard of, or bad faith with respect to, such Independent Director’s duties under this Agreement, (ii) that such Independent Director has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) that such Independent Director is unable to perform his or her duties as Independent Director due to death, disability, incapacity, its resignation or other cause or (iv) that such Independent Director no longer meets the definition of Independent Director.

“Closing Date” shall mean the date of the funding of the Loan.

“Closing Date Debt Yield” shall mean 7.4%.

“Closing Date Free Rent” shall have the meaning set forth in Section 8.2.

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“Co-Lender” shall have the meaning set forth in Section 11.8(a)(i) hereof.

“Co-Lending Agreement” shall mean the co-lending agreement entered into between Lender, individually as a Co-Lender and as Agent, and the other Co-Lenders in the event of a Syndication, as the same may be further supplemented modified, amended or restated.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement, dated as of the date hereof, executed by Borrower in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Cure Conditions” shall be deemed to exist if and for so long as Borrower shall deposit cash into an Account with Lender or shall deliver to Lender a Letter of Credit which, in either case, shall serve as additional collateral for the Loan, in an amount equal to Collateral Deposit Amount and, thereafter, for so long as Borrower elects to satisfy the Collateral Cure Conditions in order to avoid a Trigger Period (as set forth in clause (A)(ii) of the definition of Trigger Period hereunder), Borrower shall, from time to time deposit additional cash collateral or increase the amount of the Letter of Credit by any amount required to cause such cash collateral or Letter of Credit to equal to the Collateral Deposit Amount (as applicable), as of any date of determination. Lender acknowledges that the collateral referenced in this definition shall be returned to Borrower, provided that no Event of Default is ongoing, at such time as the Trigger Period that the Collateral Cure Conditions relate to would have been cured had Borrower not satisfied the Collateral Cure Conditions (i.e. at such time as the Debt Yield (without taking into account the cash deposit and/or Letter of Credit) shall equal or be greater than 6.50% for two (2) consecutive calendar quarters).

“Collateral Deposit Amount” shall mean an amount, which if applied as a voluntary prepayment of the Loan (together with payment of the applicable Prepayment Premium, if any), would be sufficient to result in a Debt Yield of at least 6.50%.

“Component” shall mean, individually, any one of Component A, Component B, Component C, Component D, Component E, Component F or Component HRR.

“Components” shall mean, collectively, Component A, Component B, Component C, Component D, Component E, Component F or Component HRR.

“Component A” shall mean the component of the Loan designated as “A” in Section 2.11 hereof.

“Component B” shall mean the component of the Loan designated as “B” in Section 2.11 hereof.

“Component C” shall mean the component of the Loan designated as “C” in Section 2.11 hereof.

“Component D” shall mean the component of the Loan designated as “D” in Section 2.11 hereof.

“Component E” shall mean the component of the Loan designated as “E” in Section 2.11 hereof.

“Component F” shall mean the component of the Loan designated as “F” in Section 2.11 hereof.

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“Component HRR” shall mean the component of the Loan designated as “HRR” in Section 2.11 hereof.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” “Determination Date,” “Interest Accrual Period,” “Monthly Payment Date,” and “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, preceding and succeeding business day conventions and other administrative or operational matters) that the Lender determines are  necessary (after consultation with Borrower) to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents); provided, in each case, in no event shall Conforming Changes (a) result in an increase to (x) the number of days between the Monthly Payment Date and the end of the applicable Interest Accrual Period or (y) the Interest Rate in effect immediately prior to the adoption of such Conforming Changes other than a change due to the Benchmark Replacement Adjustment or (b) amend the Monthly Payment Date.

“Constituent Owner” shall mean, as to any Person, any Person that owns a direct or indirect interest in such Person.

“Contribution” shall have the meaning set forth in Section 17.20 hereof.

“Control” shall mean the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings. A general partner, managing partner, managing member, manager or similarly empowered Person (each, a “Controlling Person”) with respect to a partnership, limited liability company or other entity shall have “Control” over such partnership, limited liability company or other entity even if one or more other Persons have customary major decision rights typically given to non-managing partners, members or other owners; provided that customary major decisions rights of holders of direct or indirect interests in any Individual Borrower shall not constitute “Control” by such holders nor shall such major decision rights negate “Control” by the party that is subject to such major decision rights; provided, further, that a change in Control shall not be deemed to have occurred as a result of any change in the composition of the board of directors (or similar management committee) or any officers managing any Person that is a direct or indirect owner of Borrower.  The terms “Controlled” and “Controlling” shall have correlative meanings.

“Counterparty” shall mean the counterparty under any Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement, which counterparty shall satisfy the Minimum Counterparty Rating. Notwithstanding anything to the

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contrary, SMBC Capital Markets, Inc. shall qualify as a Counterparty subject to providing, if such entity does not itself satisfy the Minimum Counterparty Rating, a guaranty on SMBC’s then-customary form from an affiliate satisfying the Minimum Counterparty Rating.

“Covered Rating Agency Information” shall mean any Provided Information furnished to the Rating Agencies in connection with issuing, monitoring and/or maintaining the Securities.

“Creditors Rights Laws” shall mean any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors.

“Crowdfunded Person” shall mean a Person capitalized primarily by monetary contributions (A) of less than $35,000 each from more than 35 investors who are individuals and (B) which are funded primarily (I) in reliance upon Regulation Crowdfunding promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (II) through internet-mediated registries, platforms or similar portals, mail-order subscriptions, benefit events and/or other similar methods.

“DBRS Morningstar” shall mean DBRS, Inc. and its successor-in-interest.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement or the other Loan Documents (including, without limitation, all sums advanced and costs and expenses incurred (including unpaid or unreimbursed servicing and special servicing fees) by Lender in connection with the enforcement and/or collection of the Debt or any part thereof).

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal (if applicable) and interest payments hereunder (including, as and to the extent applicable, interest accruing at the Default Rate).

“Debt Service Account” shall have the meaning set forth in Section 9.1 hereof.

“Debt Service Coverage Ratio” shall mean the ratio calculated by Lender on a monthly basis of (i) the Underwritten Net Operating Income to (ii) the aggregate amount of Debt Service which would be due for the twelve (12) month period immediately following the date of calculation, calculated assuming an amount of debt equal to the outstanding principal balance of the Loan on the date of calculation and an interest rate equal to the sum of the weighted average of the Spread plus the applicable Strike Rate, and assuming that the Loan will be in place for the entirety of said period at the then-outstanding principal balance of the Loan as of the date of calculation.

“Debt Yield” shall mean, as of any date of calculation, a ratio conveyed as a percentage in which: (i) the numerator is the Underwritten Net Operating Income; and (ii) the denominator is the then outstanding principal balance of the Loan.

“Default” shall mean the occurrence of any event hereunder or under the Note or the other Loan Documents which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Prepayment Premium” shall mean an amount equal to the greater of (i) five percent (5%) of the amount of Debt prepaid and (ii) the Prepayment Premium.

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“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate, or (ii) the sum of (a) the Interest Rate and (b) five percent (5%).

“Default Release” shall have the meaning set forth in Section 2.10 hereof.

“Determination Date” shall mean, with respect to any Interest Accrual Period, (a) if the Loan is a SOFR Loan, the Periodic Term SOFR Determination Day for such Interest Accrual Period, (b) if the component of the Interest Rate based on Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) is replaced with the Prime Index Rate pursuant to Section 2.5(b)(iii) hereof, the date that is two (2) Business Days prior to the commencement date of such Interest Accrual Period, or (c) if the Loan is an Alternate Rate Loan, the date and time determined by Lender in accordance with the Conforming Changes.

“Disclosure Documents” shall mean, collectively and as applicable, any structural and collateral term sheet (but excluding any pre-marketing term sheet), offering circular, prospectus, prospectus supplement, private placement memorandum or other offering document (but excluding any such similar offering documents delivered in connection with any pre-marketing), in each case, in preliminary or final form, used in connection with a Securitization, that has been (i) delivered to Borrower by Lender for Borrower’s review (which delivery may be by email) and (ii) designated as a “Disclosure Document” by Lender in its reasonable discretion in a written notice to Borrower (which notice may be by email).

“Disqualified Person” means any Person if, at the time as of which a determination is required under the terms of this Agreement:

(a)such Person is a Prohibited Person;

(b)such Person has the benefit of sovereign immunity (unless such Person has waived such sovereign immunity in writing);

(c)such Person is a Prohibited Entity;

(d)such Person, or any Person that Controls such Person, is, or has been within the last seven (7) years, a debtor in any case, proceeding or other action under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors; or

(e)such Person, or any Person that Controls such Person or is Controlled by such Person, to the knowledge of the Person seeking the applicable approval or as reasonably determined by Lender, has been, within the last seven (7) years, (i) convicted of, or pleaded guilty to, a felony relating to financial crimes involving dishonesty, fraud or moral turpitude, or (ii) subject to a material governmental or regulatory investigation which resolved in a final, non-appealable conviction for criminal activity involving moral turpitude, or to a material a civil proceeding in which such Person was found liable in a final non-appealable judgment to have attempted to hinder, delay or defraud creditors.

“Division” shall have the meaning set forth in Section 5.1 hereof.

“EEA Financial Institution” shall mean (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 definition, or (c) any financial institution established in an EEA

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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” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) which has authority to exercise any Write-Down and Conversion Powers.

“Eligibility Requirements” means, with respect to any Person, that such Person (a) either (1) has a Net Worth equal to or in excess of One Hundred Twenty Million and No/100 Dollars ($120,000,000.00) (exclusive of the Property) or (2) has otherwise been approved, in writing by Lender, and (b) is regularly engaged in the business of making or owning (or, in the case of a pension advisory firm, asset manager, registered investment advisor or manager or similar fiduciary, regularly engaged in managing investments in) commercial real estate loans (including participation interests in commercial real estate loans and mezzanine loans to direct or indirect owners of commercial properties, which loans are secured by pledges of direct or indirect ownership interests in the owners of such commercial properties), originating preferred equity investments, owning or operating commercial properties or making investments in commercial real estate.

“Eligible Account” shall mean a separate and identifiable account from all other funds (a) held by the holding institution that is either (i) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000.00 and subject to supervision or examination by federal and state authority, as applicable or (b) following a Securitization, held by a Servicer acceptable to the Rating Agencies, which complies with the definition of Eligible Institution. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean either (a) other than its capacity as Bank or holder of any Reserve Account or Restricted Account that is subject to the immediately succeeding clause (b) or (c), a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P, “P-1” by Moody’s and “F-1+” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of Letters of Credit and accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “AA-” by Fitch and S&P and “Aa3” by Moody’s), (b) if any of the Securities or any class thereof in any Securitization is rated by Moody’s, in its capacity as Servicer or holder of the Cash Management Account, Debt Service Account or any Reserve Account, a depository institution or trust company insured by the Federal Deposit Insurance Corporation the long-term deposit ratings of which are rated at least “A2” by Moody’s, (c) if any of the Securities or any class thereof in any Securitization is rated by Moody’s, in its capacity as Bank or holder of any Restricted Account, a depository institution or trust company insured by the Federal Deposit Insurance Corporation the long-term unsecured debt obligations of which are rated at least “Baa3” by Moody’s, (d) if any of the Securities or any class thereof in any Securitization is rated by S&P and/or Fitch, in its capacity as Servicer or Bank, and/or holder of any Reserve Account or Restricted Account, Bank of America, N.A., KeyBank National Association, Wells Fargo Bank, National Association, Capital One, N.A., PNC

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Bank, N.A. or U.S. Bank, N.A., provided, that, in each case the applicable ratings of such entity are not reduced below the lower of (i) the ratings for S&P and/or Fitch, as applicable, set forth in subsection (a) hereof and (ii) such entity’s ratings by S&P and/or Fitch, as applicable, in effect as of the Closing Date, or, with respect to each of the foregoing clauses (a), (b), (c) or (d), such other financial institution reasonably acceptable to Lender, which, to the extent any of the Securities or any class thereof in any Securitization is rated by Moody’s, shall be evidenced by a Rating Agency Confirmation.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender and the Indemnified Parties (as defined therein), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Environmental Laws” shall have the meaning set forth in the Environmental Indemnity.

“Equity Collateral” shall have the meaning set forth in Section 11.6 hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may heretofore have been or may hereafter be amended, restated, replaced or otherwise modified.

“Erroneous Payment” shall have the meaning set forth in Section 17.19 hereof.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” shall have the meaning set forth in Section 10.1 hereof.

“Excess Cash Flow” shall have the meaning set forth in Section 9.3 hereof.

“Excess Cash Flow Account” shall have the meaning set forth in Section 8.5 hereof.

“Excess Cash Flow Funds” shall have the meaning set forth in Section 8.5 hereof.

“Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended.

“Exchange Act Filing” shall have the meaning set forth in Section 11.1 hereof.

“Excluded Taxes” shall mean any of the following taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender: (i) any U.S. federal withholding taxes imposed under FATCA, (ii) income, franchise taxes, branch profit and other taxes of the United States of America imposed by the jurisdiction under the laws of which Lender is organized or any political subdivision or taxing authority thereof or therein or imposed by the jurisdiction of Lender’s applicable lending office where Lender is resident or engaged in business or any political subdivision or taking authority thereof or therein, or taxes that are imposed as a result of a present or former connection between Lender and the jurisdiction imposing such tax (other than connections arising from Lender 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 the Loan or any Loan Document), and (iii) U.S. federal withholding taxes imposed on amounts payable to or for the account of Lender with respect to an applicable interest in the Loan or commitment pursuant to a law in effect on the date on which (a) Lender acquires such interest in the Loan or commitment or (b) Lender changes its lending office, except in each case to

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the extent that such amounts with respect to such taxes were payable either to Lender’s assignor immediately before Lender became a party hereto or to Lender immediately before it changed its lending office.

“Exculpated Parties” shall have the meaning set forth in Section 13.1 hereof.

“Extended Maturity Date” shall have the meaning set forth in Section 2.9 hereof.

“Extension Option” shall have the meaning set forth in Section 2.9 hereof.

“Extension Period” shall have the meaning set forth in Section 2.9 hereof.

“Extension Strike Rate” shall mean the lesser of (i) the Initial Strike Rate (as adjusted by the Benchmark Replacement Adjustment, if applicable) and (ii) a percentage rate equal to Term SOFR or the Unadjusted Benchmark Replacement, as applicable, which would yield a Debt Service Coverage Ratio of 1.10:1.00.

“Family Group” shall mean, as to any natural Person, the spouse, children and grandchildren (in each case, by birth or adoption) and other lineal descendants, in each case, of such natural Person and, in each case, family trusts and/or conservatorships for the benefit of any of the foregoing Persons.

“FATCA” shall mean Sections 1471 through 1474 of the IRS Code (as may be amended or replaced from time to time), and any requests, rules, regulations, guidelines, interpretations or directions promulgated by any Governmental Authority in connection therewith.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or, if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards, if necessary, to the next 1/100 of 1%) charged to Citibank, N.A. on the applicable day, as determined by Lender.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“FIRRMA” shall mean, collectively, (i) the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), all laws and regulations related thereto and all mandates, requirements, powers and similar requirements imposed or exercised thereunder (including, without limitation, the Foreign Investment Risk Review Modernization Act and any of the foregoing implemented by and/or otherwise relating to the Committee on Foreign Investment in the United States) and (ii) as the foregoing may be amended from time to time, any successor statute or statutes and all rules and regulations from time to time promulgated in connection with the foregoing.

“FIRRMA Documents” shall mean any notice, correspondence, document, agreement, declaration, or other communication relating to or arising in connection with FIRRMA; provided, however, that if the communication is oral, “FIRRMA Document” shall mean a written summary thereof prepared by Borrower.

“FIRRMA Prohibited Filing Event” shall mean an event which shall be deemed to have occurred if (i) any mandatory filing or declaration relating to FIRRMA is required and/or (ii) any

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Governmental Authority requires (or recommends to the President of the United States) forfeiture, divestiture or abandonment of all or any portion of the Property and/or imposes any material mitigation measures on Borrower, the Constituent Owners of Borrower and/or the Property, in each case, related to FIRRMA.

“FIRRMA Prohibited Transfer” shall mean any Sale or Pledge of the Property or any part thereof or any legal or beneficial interest therein (including, without limitation, the Loan and/or Loan Documents) or any Sale or Pledge of an interest in any Restricted Party, in each case, which (i) triggers a mandatory filing or declaration requirement with respect to FIRRMA, (ii) makes advisable a voluntary filing or declaration with respect to FIRRMA or (iii) increases the likelihood of (A) forfeiture, divestiture or abandonment of all or any portion of the Property relating to FIRRMA or (B) any mitigation measures being imposed by any Governmental Authority on Borrower, the Constituent Owners of Borrower and/or the Property, in each case, related to FIRRMA.

“First Monthly Payment Date” shall mean November 9, 2024.

“Fitch” shall mean Fitch Ratings, Inc.

“Flood Insurance Acts” shall have the meaning set forth in Section 7.1 hereof.

“Foreign Taxes” shall have the meaning set forth in Section 2.5 hereof.

“Free Prepayment Amount” shall have the meaning specified in Section 2.7(a) hereof.

“Free Rent Reserve Account” shall have the meaning set forth in Section 8.2 hereof.

“Free Rent Reserve Funds” shall have the meaning set forth in Section 8.2 hereof.

“Funding Borrower” shall have the meaning set forth in Section 17.20 hereof.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence and having jurisdiction and authority over, as applicable, the Property, Borrower, or Guarantor.

“Gross Revenues” shall mean the sum of: (a) total annualized base rent in place as of the date of the determination based on executed and effective Leases entered into in accordance with the Loan Documents which are in full force and effect, including (i) executed Leases in place as of the Closing Date, or entered into in accordance with the Loan Documents which are in full force and effect with future term commencement dates within twelve (12) months, (ii) executed Leases with free rent periods currently in effect, not to exceed the greater of (x) twelve (12) months or (y) one (1) month for each year of the initial term of the Lease (unless the excess is reserved with Lender), and (iii) any contractual rent increases within the twelve months following the date of such calculation, which are not subject to any tenant contingencies, but excluding rent from any Tenants (A) that are in monetary default under their Lease with respect to the payment of base rent in excess of ninety (90) days or (B) in bankruptcy (unless the applicable Lease shall have been affirmed by the bankruptcy trustee, and in such event, rental revenue shall only be included for a maximum of six (6) months from the date such Lease was affirmed if the Tenant has not then emerged from

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bankruptcy), and (b) reimbursed expenses and/or reimbursements due by Tenants in addition to base rent (to the extent provided for in the underlying Lease), percentage and overage rent, and ancillary income (e.g. parking, tenant services, signage, etc.) for the twelve (12) month period immediately preceding the date of determination, provided that operating expense and tax reimbursements shall be adjusted in accordance with the Tax and Insurance Adjustment.

“Guarantor” shall mean AREIT OP and any successor to and/or replacement of any of the foregoing Person, including, without limitation, an Approved Replacement Guarantor, in each case, pursuant to and in accordance with the applicable terms and conditions of the Loan Documents.

“Guarantor Control Condition” shall mean a condition which shall be deemed satisfied to the extent that each Person that Controls (directly or indirectly) Borrower and, if applicable, each SPE Component Entity is, in each case, itself a current Guarantor (as distinguished from any prior Guarantor that has been replaced in accordance with the applicable terms and conditions of the Loan Documents) or Controlled (directly or indirectly) by one or more current Guarantors (as distinguished from any prior Guarantor that has been replaced in accordance with the applicable terms and conditions of the Loan Documents).

“Guaranty” shall mean that certain Limited Recourse Guaranty executed by Guarantor and dated as of the date hereof.

“Immediate Repairs” shall have the meaning set forth in Section 4.25 hereof.

“Improvements” shall have the meaning set forth in the granting clause of the Security Instrument.

“Indebtedness” shall mean, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person by contract and/or as a guaranteed payment (including, without limitation, any such amounts required to be paid to partners and/or as a preferred or special dividend, including any mandatory redemption of shares or interests), (iv) all indebtedness incurred and/or guaranteed by such Person, directly or indirectly (including, without limitation, contractual obligations of such Person), (v) all obligations under leases that constitute capital leases for which such Person is liable, (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss and (vii) any property-assessed clean energy loans or similar indebtedness, including, without limitation, if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar assessments.

“Indemnified Parties” shall mean (a) Lender, (b) any successor owner or holder of the Loan or participations in the Loan, (c) any Servicer or prior Servicer of the Loan, (d) any Investor or any prior Investor in any Securities, (e) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit of any Investor or other third party, (f) any receiver or other fiduciary appointed in a foreclosure or other Creditors Rights Laws proceeding, (g) any officers, directors, shareholders, partners, members, employees, agents, servants, representatives, Affiliates or subsidiaries of any and all of the foregoing, and (h) the heirs, legal representatives, successors and assigns of any and all of the foregoing (including, without limitation,

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any successors by merger, Division, consolidation or acquisition of all or a substantial portion of the Indemnified Parties’ assets and business), in all cases whether during the term of the Loan or as part of or following a foreclosure of the Loan.

“Independent Director” shall have the meaning set forth in Section 5.2 hereof.

“Index Rate Conversion” shall have the meaning set forth in Section 2.8(g) hereof.

“Individual Borrower” shall have the meaning set forth in the first paragraph hereof.

“Individual Material Adverse Effect” shall mean a material adverse effect on (i) any Individual Property, (ii) the business, economic performance or financial condition of any Individual Property or Individual Borrower, (iii) the enforceability, validity, perfection or priority of the lien of the Security Instrument or the other Loan Documents with respect to any Individual Property or Individual Borrower or (iv) the ability of any Individual Borrower to perform, in all material respects, its obligations under the Security Instrument or the other Loan Documents.

“Individual Property” shall mean each parcel of real property set forth on Schedule II attached hereto as “Property,” the Improvements thereon and all personal property owned (or leased pursuant to the PILOT Lease) by the applicable Borrower with respect to such Individual Property, together with all rights of Borrower pertaining to such property and Improvements.

“Information” shall have the meaning set forth in Section 11.8(b)(ii) hereof.

“Initial Strike Rate” shall mean 4.418%.

“Insurance Account” shall have the meaning set forth in Section 8.6 hereof.

“Insurance Payment Date” shall mean, with respect to any applicable Policies, the date occurring 30 days prior to the date the applicable Insurance Premiums associated therewith are due and payable.

“Insurance Premiums” shall have the meaning set forth in Section 7.1 hereof.

“Interest Accrual Period” shall mean the period beginning on (and including) the fifteenth (15^th) day of each calendar month during the term of the Loan and ending on (and including) the fourteenth (14^th) day of the next succeeding calendar month; provided, however, the first Interest Accrual Period shall be the period commencing on the Closing Date, and ending on and including October 14, 2024.

“Interest Bearing Accounts” shall mean the following Reserve Accounts: the Tax Account, the Insurance Account, the Leasing Reserve Account, the Excess Cash Flow Account, and any other Reserve Account established by this Agreement or the other Loan Documents.

“Interest Rate” shall mean, with respect to each Interest Accrual Period, the SOFR Rate (or the Alternate Rate or Prime Rate) determined by Lender as of the Determination Date for such Interest Accrual Period; provided that if the foregoing would result in an interest rate in excess of the maximum rate permitted by applicable Legal Requirements, the Interest Rate shall be limited to the maximum rate permitted by applicable Legal Requirements.

“Interest Rate Cap Agreement” shall mean, as applicable, any interest rate cap agreement (together with the confirmation and schedules relating thereto) and any guaranty or other credit

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support relating thereto, each in form and substance reasonably satisfactory to Lender between Borrower Interest Rate Cap Party and Counterparty, any Replacement Interest Rate Cap Agreement or any Substitute Interest Rate Cap Agreement, as applicable, in each case which also satisfies the requirements set forth in Section 2.8.

“Interest Shortfall” shall mean, with respect to any repayment or prepayment of the Loan (including a repayment on the Maturity Date), the interest which would have accrued on the amount of principal of the Loan being repaid or prepaid (absent such repayment or prepayment) from and including the date on which such repayment or prepayment occurs through and including the last day of the Interest Accrual Period related to the Monthly Payment Date next occurring following the date of such prepayment or, if such prepayment occurs on a Monthly Payment Date, interest which would have accrued on the prepayment amount through and including the last day of the Interest Accrual Period related to such Monthly Payment Date; provided that in the event that Borrower shall prepay the Loan during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Periodic Term SOFR Determination Day (or other determination date with respect to any other Benchmark) in such calendar month, the Interest Shortfall shall be estimated by Lender in connection with such prepayment and, once the applicable Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (a) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to such calculation, Lender shall promptly return to Borrower such excess amount and (b) if the Interest Shortfall paid to Lender is less than the amount required to be paid to Lender pursuant to such calculation, Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender.

“Intermountain Space Center Property” shall have the meaning set forth in Section 3.14 hereof.

“Investor” shall mean any investor or potential investor in the Loan (or any portion thereof or interest therein) in connection with any Secondary Market Transaction.

“IRS Code” shall mean the Internal Revenue Code of 1986, as amended from time to time or any successor statute.

“JPM” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

“Land” shall have the meaning set forth in the Security Instrument.

“Lease” shall have the meaning set forth in the Security Instrument (provided that in no event shall any PILOT Document or PILOT Lease constitute a Lease).

“Leasing Reserve Account” shall have the meaning set forth in Section 8.3 hereof.

“Leasing Reserve Funds” shall have the meaning set forth in Section 8.3 hereof.

“Legal Requirements” shall mean all applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities governing Borrower or the Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990, and all Permits, authorizations and regulations relating thereto, and all covenants, agreements,

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restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force governing Borrower or the Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“Lender Affiliate” shall have the meaning set forth in Section 11.2 hereof.

“Lender Group” shall have the meaning set forth in Section 11.2 hereof.

“Letter of Credit” shall mean an irrevocable, auto-renewing, unconditional, transferable, clean sight draft standby letter of credit having an initial term of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property or any other property pledged to secure the Note, in favor of Lender and entitling Lender to draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer or authorized signatory of Lender. A Letter of Credit must be issued by an Approved Bank.  Borrower’s delivery of any Letter of Credit hereunder shall, be conditioned upon Lender’s receipt of a New Non-Consolidation Opinion relating to such Letter of Credit, if the amount of such Letter of Credit, together with any payment guarantees and other Letters of Credit previously delivered hereunder exceed, in the aggregate, 15% of outstanding principal balance of the Loan.

“Liabilities” shall have the meaning set forth in Section 11.2 hereof.

“Loan” shall mean the mortgage loan in the original principal amount of $475,000,000 made by Lender to Borrower pursuant to this Agreement.

“Loan Bifurcation” shall have the meaning set forth in Section 11.1 hereof.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Environmental Indemnity, the Assignment of Management Agreement, the Collateral Assignment of Interest Rate Cap Agreement, the Restricted Account Agreement, the Guaranty and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“Losses” shall mean, with respect to any Person, any and all actual losses, damages, out-of-pocket costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited to strict liabilities), obligations, debts, fines, penalties, charges, amounts paid in settlement (including but not limited to reasonable out-of-pocket legal fees and other costs of defense reasonably incurred) that are imposed on, incurred by or asserted against such Person; but, excluding, (i) special, consequential, exemplary or punitive damages, except to the extent Lender is required in a final judgment to pay the same to a third party (without duplication), (ii) lost profits and diminution in value claims, and (iii) such Person’s Losses to the extent such Losses arose solely by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person otherwise entitled to indemnification or recourse for such Losses.

“Major Lease” shall mean as to the Property (i) any Lease which, individually or when aggregated with all other Leases with the same Tenant or its Affiliate, demises 150,000 square feet or more of the Property’s gross leasable area, (ii) any Lease which contains any option, offer, right

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of first refusal or other similar entitlement to acquire or encumber (other than an encumbrance as the result of a subordination, non-disturbance and attornment agreement, pursuant to an unrecorded Lease, or pursuant to any similar unrecorded lease document) all or any portion of the Property and (iii) any instrument guaranteeing or providing credit support for any Lease meeting the requirements of (i) and/or (ii) above.

“Management Agreement” shall mean, collectively, each management agreement entered into by and between the applicable Borrower and Manager, pursuant to which Manager is to provide management and other services with respect to the Property, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“Manager” shall mean BCD Property Management LLC, a Delaware limited liability company, or such other entity selected as the manager of the Property in accordance with the terms of this Agreement or the other Loan Documents.

“Material Action” shall mean to file any insolvency or reorganization case or proceeding, or institute proceedings to have such Person be adjudicated bankrupt or insolvent, or institute proceedings under any applicable insolvency law, or seek any relief under any law relating to relief from debts or the protection of debtors, or consent to the filing or institution of bankruptcy or insolvency proceedings against such Person, or file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy or insolvency, or seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian (or other similar official) of or for such Person or a substantial part of its property, or make any assignment for the benefit of creditors of such Person, or admit in writing such Person’s inability to pay its debts generally as they become due, or take action in furtherance of any such action.

“Maturity Date” shall mean the Stated Maturity Date, as such date may be extended pursuant to and in accordance with Section 2.9 hereof, or such other date on which the final payment of the principal amount of the Loan becomes due and payable as herein provided, whether at the Stated Maturity Date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Member” is defined in Section 5.1 hereof.

“Mezzanine Borrower” shall have the meaning set forth in Section 11.6 hereof.

“Mezzanine Option” shall have the meaning set forth in Section 11.6 hereof.

“Minimum Counterparty Rating” shall mean (a) to the extent S&P rates any Securitization of the Loan, a long term credit rating from S&P of at least “A-”, (b) to the extent Moody’s rates any Securitization of the Loan, a long term credit rating from Moody’s of at least “A3”, which rating shall not include a “t” or otherwise reflect a termination risk, and (c) to the extent Fitch rates any Securitization of the Loan, a short term credit rating from Fitch of at least “F-2” or a long term credit rating from Fitch of at least “BBB”.

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“Minimum Disbursement Amount” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000).

“Monthly Debt Service Payment Amount” shall mean (i) for the First Monthly Payment Date and for each Monthly Payment Date occurring thereafter, a payment equal to the amount of interest which has accrued and will accrue, in each case, on each Component of the Loan during the Interest Accrual Period in which such Monthly Payment Date occurs computed at the Interest Rate.

“Monthly Insurance Deposit” shall have the meaning set forth in Section 8.6 hereof.

“Monthly Payment Date” shall mean the First Monthly Payment Date and the ninth (9^th) day of every calendar month occurring thereafter during the term of the Loan.

“Monthly Tax Deposit” shall have the meaning set forth in Section 8.6 hereof.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“MS” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

“Natixis” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

“Net Proceeds” shall mean: (i) the net amount of all insurance proceeds payable as a result of a Casualty to the Property, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award.

“Net Proceeds Deficiency” shall have the meaning set forth in Section 7.4 hereof.

“Net Worth” shall mean, as of any date of determination, an amount equal to the aggregate of:  (a) the total assets of the applicable entity (exclusive of the Properties) whose Net Worth is being calculated (including (x) Uncalled Capital Commitments (less the outstanding principal balance of any subscription line or other credit line that is secured directly or indirectly by all or a portion of such Uncalled Capital Commitments) and (y) any cash deposits made by such entity held by a seller of a property pursuant to a purchase and sale agreement with respect to such property until and unless such deposit is (i) forfeited or (ii) applied toward the applicable purchase price under such purchase and sale agreement and otherwise determined in accordance with GAAP (or such other method of accounting reasonably acceptable to Lender)), minus (b) the total liabilities of such entity (including under the Guaranty but excluding the Debt related to the Properties) determined in accordance with GAAP (or such other method of accounting reasonably acceptable to Lender).  As used in this definition of Net Worth, “Uncalled Capital Commitments” shall mean the amount of any available uncalled capital commitments of the applicable entity that are payable in cash, are required to be contributed to such entity and that are callable on a current basis from any direct or indirect investor (whether foreign or domestic) that (i) is not subject to a proceeding under the Bankruptcy Code and (ii) is not in default under a material provision of their respective subscription agreements, limited partnership agreement of such entity or any other agreement related to the making of such capital contributions.

“New Manager” shall mean any Person replacing or becoming the assignee of the then current Manager, in each case, in accordance with the applicable terms and conditions hereof.

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“New Non-Consolidation Opinion” shall mean a substantive non-consolidation opinion provided by outside counsel reasonably acceptable to Lender and the Rating Agencies (provided, that, the outside counsel that delivered the Non-Consolidation Opinion in connection with the initial closing shall be deemed reasonably acceptable) and otherwise in form and substance reasonably acceptable to Lender and the Rating Agencies (provided, that, an opinion in substantially the same form as the Non-Consolidation Opinion delivered in connection with the initial closing shall be deemed reasonably acceptable).

“New Sub-Manager” shall mean any Person replacing or becoming the assignee of the then current Sub-Manager, in each case, in accordance with the applicable terms and conditions hereof.

“Non-Conforming Policy” shall have the meaning set forth in Section 7.1 hereof.

“Non-Consolidation Opinion” shall mean that certain substantive non-consolidation opinion delivered to Lender by Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. in connection with the closing of the Loan.

“Note” shall mean, individually and/or collectively, as the context may require, each of Note A-1, Note A-2, and Note A-3, as any of the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“Note A-1” shall mean that certain Promissory Note A-1 dated the date hereof, in the original principal amount of $285,000,000.00 made by Borrower in favor of JPM, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“Note A-2” shall mean that certain Promissory Note A-2 dated the date hereof, in the original principal amount of $142,500,000 made by Borrower in favor of MS, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“Note A-3” shall mean that certain Promissory Note A-3 dated the date hereof, in the original principal amount of $47,500,000 made by Borrower in favor of Natixis, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“Obligations” shall have the meaning set forth in Section 17.20 hereof.

“OFAC” shall have the meaning set forth in Section 3.30 hereof.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by Responsible Officer of Borrower.

“Op Ex Monthly Deposit” shall have the meaning set forth in Section 8.4 hereof.

“Operating Expense Account” shall have the meaning set forth in Section 8.4 hereof.

“Operating Expense Funds” shall have the meaning set forth in Section 8.4 hereof.

“Operating Expenses” shall mean without duplication, all ordinary costs and expenses actually incurred with respect to the operation, management, maintenance, repair and use of the Properties, insurance and property taxes, for the twelve (12) month period immediately preceding

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the date of determination (excluding any extraordinary expenses, extraordinary losses, non-cash items, non-recurring expenses, Debt Service on the Loan and other amounts due and payable on the Loan, leasing commissions, capital expenditures or capital reserves, deposits in any reserve accounts required to be maintained pursuant to the Loan Documents, expenses which are subject to reimbursement by any insurance policy or third party, and income taxes and other taxes in the nature of income taxes); provided, that the foregoing shall be adjusted as of the applicable date of determination for (i) for any changes in Taxes or Insurance Premiums known as of the time of determination (the “Tax and Insurance Adjustment”) and (ii) to reflect an assumed base property management fee equal to the greater of (x) 3.0% of (a) base rent payable under the underlying executed Leases or (b) Gross Revenues (as applicable, based on the method of calculation of property management fees under the applicable Lease and/or Management Agreement), and (y) the actual contractual property management fee payable pursuant to the Management Agreement.

“Organizational Chart” shall have the meaning set forth in Section 3.31 hereof.

“Other Charges” shall mean all maintenance charges, impositions other than Taxes, and any other charges, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Parent Borrower” shall mean AREIT 2024 P1 LLC, a Delaware limited liability company.

“Partial Release” shall have the meaning set forth in Section 2.10 hereof.

“Partial Release Test” shall have the meaning set forth in Section 2.10 hereof.

“Participant” shall have the meaning set forth in Section 11.8(a)(ix) hereof.

“Patriot Act” shall have the meaning set forth in Section 3.30 hereof.

“Payment Recipient” shall have the meaning set forth in Section 17.19 hereof.

“Payor Party” shall have the meaning set forth in Section 17.19 hereof.

“Periodic Term SOFR Determination Day” shall have the meaning set forth in the definition of “Term SOFR.”

“Permits” shall mean all necessary certificates, licenses, permits, franchises, trade names, certificates of occupancy, consents, and other approvals (governmental and otherwise) required under applicable Legal Requirements for the operation of the Property and the conduct of Borrower’s business (including, without limitation, all required zoning, building code, land use, environmental, public assembly and other similar permits or approvals).

“Permitted Assumption Party” shall mean (x) a Qualified Transferee and/or a Person at least 51% owned (in the aggregate, directly or indirectly) and Controlled by a Qualified Transferee and/or (y) any entity at least 51% owned (in the aggregate, directly or indirectly) and Controlled by Sponsor.

“Permitted Encumbrances” shall mean, collectively, (a) the lien and security interests created by this Agreement and the other Loan Documents, (b) all liens, encumbrances and other matters disclosed in the Title Insurance Policy, (c) liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent or which are being contested by Borrower in

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good faith and in accordance with the terms and conditions of this Agreement, (d) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business and in accordance with the terms and conditions of this Agreement, and liens for worker’s compensation, unemployment insurance and similar programs, in each case, arising in the ordinary course of business, which are not yet due or delinquent or which are being contested by Borrower in good faith and in accordance with the terms and conditions of this Agreement, (e) Leases in place as of the Closing Date or entered into in accordance with the terms hereof, (f) Permitted Equipment Leases in place as of the Closing Date or entered into in accordance with the terms hereof, (g) customary easements, rights-of-way, restrictions and other similar encumbrances for utilities and/or access (including any of such matters incurred or entered into by Borrower in the ordinary course of business and in accordance with the terms and conditions of this Agreement) which, in each case, would not reasonably be expected to have an Individual Material Adverse Effect  or an Aggregate Material Adverse Effect, (h) obligations pursuant to any PILOT Lease, and (i) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Equipment Leases” shall mean equipment leases or other similar instruments entered into with respect to the Personal Property; provided, that, in each case, such equipment leases or similar instruments (i) are entered into on commercially reasonable terms and conditions in the ordinary course of Borrower’s business and (ii) relate to Personal Property which is (A) used in connection with the operation and maintenance of the Property in the ordinary course of Borrower’s business and (B) readily replaceable without material interference or interruption to the operation of the Property.

“Permitted Equity Transfer” shall have the meaning specified in Section 6.3 hereof.

“Permitted Fund Manager” shall mean any Person that on the date of determination is (a) a nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate properties, commercial real estate loans (or interests therein) or mezzanine loans (or interests therein), and (b) not a Disqualified Person.

“Permitted Investments” shall mean “permitted investments” as then defined and required by the Rating Agencies.

“Permitted Non-Controlling Pledge” shall mean the pledge of any Person’s interests in any Restricted Party (other than a pledge of a direct interest in Borrower and/or any SPE Component Entity) which is provided to secure any debt facility of such Person or other obligation or liability, whether or not of such Person; provided, that such pledged interests do not represent a direct or indirect Controlling interest in any Individual Borrower, any SPE Component Entity or any Individual Property.

“Permitted Pledge” shall mean, any one or more of the following: (i) a Permitted Parent Pledge, and/or (ii) a Permitted Non-Controlling Pledge.

“Permitted Parent Pledge” shall mean the pledge of any Person’s direct or indirect interests in AREIT OP or any direct or indirect equity owner, member, shareholder, or partner of AREIT OP; provided that, (i) (A) such pledge is to secure a loan or line of credit from a Qualified Transferee or an institutional Person reasonably acceptable to Lender secured by all or substantially all of the assets of such Person including the direct or indirect ownership interests held by such Person in Borrower, and (B) the repayment of the debt or obligations such pledge secures is not specifically tied solely to the cash flow of the Properties or any Individual Property (as opposed to, for example, the cash flow from a group of properties that do not secure the Loan), or (ii) such pledge is a pledge

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of non-Controlling interests that are less than twenty percent (20%) of the indirect ownership interests in Borrower.

“Person” shall mean any individual, corporation (including a business trust), partnership, joint venture, joint stock company, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department, political subdivision or agency thereof and any other entity and, in each case, any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning set forth in the granting clause of the Security Instrument.

“PILOT Documents” shall mean, individually and/or collectively, any documents executed (other than a PILOT Lease) in connection with any PILOT Lease and/or any other documents granting an abatement or benefit with respect to Taxes in favor of an Individual Borrower, an Individual Property (or any portion thereof) or the Tenant under a Lease with respect to such Individual Property, in each case, described on Schedule VII hereto.

“PILOT Lease” shall mean the PILOT lease described on Schedule VII hereto pursuant to which the applicable Individual Borrower owns a leasehold interest in its Individual Property (or any portion thereof).

“PILOT Lessor” shall mean the lessor under a PILOT Lease, as described on Schedule VII hereto.

“PILOT Property” or “PILOT Properties” shall mean that certain Individual Property demised by the PILOT Lease or subject to a PILOT Document as set forth on Schedule VII hereto.

“Plainfield Borrower” shall mean AREIT Plainfield Logistics Center LLC, a Delaware limited liability company.  

“Plainfield Tax Incentive Documents” shall mean, collectively, (i) that certain Plainfield Town Council Resolution No. 2019-40, dated as of September 9, 2019, by the Town Council, Town of Plainfield Hendricks County, Indiana, and (ii) that certain Plainfield Town Council Resolution No. 2019-41, dated as of September 23, 2019, by the Town Council, Town of Plainfield Hendricks County, Indiana.

“Policies” shall have the meaning specified in Section 7.1 hereof.

“Prepayment Failure” shall have the meaning specified in Section 2.7(a) hereof.

“Prepayment Notice” shall have the meaning specified in Section 2.7(a) hereof.

“Prepayment Premium” shall mean with respect to a repayment or prepayment of the outstanding principal balance of the Loan made prior to the Prepayment Premium Date, an amount equal to the product of (a) the weighted average of the Spreads with respect to the Components of the Loan being prepaid in excess of the Free Prepayment Amount (weighted based on the amounts of such excess), (b) the outstanding principal balance of the Loan being prepaid in excess of the Free Prepayment Amount, and (c) a fraction, the numerator of which is the number of days remaining from (but excluding) the date that is the last day of the Interest Accrual Period during which such prepayment is made, through (and including) the last day of the Interest Accrual Period during which the Prepayment Premium Date occurs, and the denominator of which is 360. No Prepayment

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Premium is payable on any repayment or prepayment of the outstanding principal balance of the Loan made on or after the Prepayment Premium Date. The amount of the Prepayment Premium shall be calculated by Lender in its reasonable discretion and shall be final and binding absent manifest error.

“Prepayment Premium Date” shall mean the Monthly Payment Date occurring in November 2025.

“Prime Index Rate” shall mean the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate” for the U.S. If more than one such “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest 1/100th of one percent (0.01%). If The Wall Street Journal ceases to publish the “Prime Rate” for the U.S., Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasigovernmental body, then Lender shall select a comparable interest rate index. Notwithstanding the foregoing, in no event will the Prime Index Rate, for purposes of the Loan, be deemed to be less than zero percent (0%) per annum.

“Prime Rate” shall mean, with respect to each Interest Accrual Period and Component, the per annum rate of interest equal to the Prime Index Rate plus the Prime Rate Spread for such Component; provided, however, that such rate shall not be less than the Spread for such Component.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points, and which may be a positive or negative value or zero) between (a) the arithmetic mean of Term SOFR (or the applicable Benchmark Replacement) plus the Spread calculated over the ninety (90) day period prior to the date Term SOFR (or such Benchmark Replacement) was last applicable to the Loan and (b) the arithmetic mean of the Prime Index Rate calculated over the ninety (90) day period prior to the date Term SOFR (or such Benchmark Replacement) was last applicable to the Loan.

“Prior Loan” shall mean any prior mortgage financing of the Property or any portion thereof between a Borrower and the lender thereunder.

“Prohibited Entity” shall mean any Person which (i) is a statutory trust or similar Person, (ii) owns a direct or indirect interest in Borrower or the Property through a tenancy-in-common or other similar form of ownership interest and/or (iii) is a Crowdfunded Person.

“Prohibited Person” means any Person:

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“Prohibited Transfer” shall have the meaning set forth in Section 6.2 hereof.

“Projections” shall have the meaning set forth in Section 11.8(b)(ii) hereof.

“Property” and/or “Properties” shall mean, individually and/or collectively, as the context may require, each Individual Property which is subject to the terms hereof and of the other Loan Documents.

“Property Document” shall mean, individually or collectively (as the context may require), the documents listed on Schedule VIII attached hereto, and any replacements, amendments, or supplements thereto.

“Provided Information” shall mean any information provided by or on behalf of any Borrower Party in connection with the Loan, the Property, such Borrower Party and/or any related matter or Person.

“Prudent Lender Standard” shall, with respect to any matter, be deemed to have been met if the matter in question (i) prior to a Securitization and, if the Loan is not included in any REMIC Trust, after a Securitization, is reasonably acceptable to Lender and (ii) if any portion of the Loan is or will be included in a REMIC Trust, after a Securitization, (A) if permitted by REMIC Requirements applicable to such matter, would be reasonably acceptable to Lender or (B) if the Lender discretion in the foregoing subsection (A) is not permitted under such applicable REMIC Requirements, would be acceptable to a prudent lender of securitized commercial mortgage loans.

“Qualified Insurer” shall have the meaning set forth in Section 7.1 hereof.

“Qualified Management Agreement” shall mean a management agreement with a Qualified Manager with respect to any Property, which management agreement: (i) is substantially in the form of the Management Agreement as of the Closing Date, (ii) is substantially in the form attached hereto as Exhibit B, or (iii) is otherwise approved by Lender in writing (which such approval may be conditioned upon Lender’s receipt of a Rating Agency Confirmation with respect to such management agreement and shall not otherwise be unreasonably withheld, conditioned or delayed).

“Qualified Manager” shall mean either (i) the Manager as of the Closing Date, (ii) an Affiliate of AREIT or AREIT OP or (iii) any Person selected by Borrower to serve as Manager that is reasonably approved by Lender in writing (which such approval may be conditioned upon Lender’s receipt of a Rating Agency Confirmation with respect to such Person and shall not otherwise be unreasonably withheld, conditioned or delayed).

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“Qualified Sub-Management Agreement” shall mean a sub-management agreement with a Qualified Sub-Manager with respect to any Property, which sub-management agreement: (i) is substantially in the form of a Sub-Management Agreement as of the Closing Date, or (ii) is otherwise approved by Lender in writing (which such approval shall not be unreasonably withheld, conditioned or delayed).

“Qualified Sub-Manager” shall mean either (i) each Sub-Manager as of the Closing Date, (ii) an Affiliate of AREIT or AREIT OP, (iii) McDonald Investments, Ltd., (iv) Tolles Development Company, (v) MDC Management, Inc., (vi) CBRE, or (vii) any Person selected by Borrower to serve as Sub-Manager that is reasonably approved by Lender in writing (which such approval shall not be unreasonably withheld, conditioned or delayed).

“Qualified Transferee” means one or more of the following:

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Notwithstanding the foregoing, no Person shall be (or be deemed to be) a Qualified Transferee (regardless of whether a Rating Agency Confirmation is obtained) if such Person is a Disqualified Person.

“Rate Cap Notice” shall have the meaning set forth in Section 2.8(g) hereof.

“Rating Agencies” shall mean each of S&P, Moody’s, Fitch and any other nationally-recognized statistical rating agency designated by Lender (and any successor to any of the foregoing) in connection with and/or in anticipation of any Secondary Market Transaction.

“Rating Agency Condition” shall be deemed to exist if (i) any Rating Agency fails to respond to any request for a Rating Agency Confirmation with respect to any applicable matter or otherwise elects (orally or in writing) not to consider any applicable matter or (ii) Lender (or its Servicer) is not required to and/or elects not to obtain (or cause to be obtained) a Rating Agency Confirmation with respect to any applicable matter, in each case, pursuant to and in compliance with any pooling and servicing agreement(s) or similar agreement(s), in each case, relating to the servicing and/or administration of the Loan.

“Rating Agency Confirmation” shall mean (i) prior to a Securitization or if the Rating Agency Condition exists, that Lender has (in consultation with the Rating Agencies (if required by Lender)) approved the matter in question in writing based upon Lender’s good faith determination of applicable Rating Agency standards and criteria and (ii) from and after a Securitization (to the extent the Rating Agency Condition does not exist), a written affirmation from each of the Rating Agencies (obtained at Borrower’s sole cost and expense) that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.

“Register” shall have the meaning set forth in Section 11.8(a)(viii) hereof.

“Registrar” shall have the meaning set forth in Section 11.7 hereof.

“Registration Statement” shall have the meaning set forth in Section 11.2 hereof.

“Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

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“Reimbursement Contribution” shall have the meaning set forth in Section 17.20 hereof.

“Related Loan” shall mean a loan to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (or any portion thereof or interest therein).

“Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related” within the meaning of the definition of Significant Obligor, to the Property.

“Release Price” shall mean, with respect to any Individual Property, an amount equal to (a) one hundred five percent (105%) of the Allocated Loan Amount for such Individual Property until twenty five percent (25%) of the original principal balance of the Loan shall have been prepaid hereunder, and (b) one hundred ten percent (110%) of the Allocated Loan Amount for such Individual Property thereafter. For the avoidance of doubt, if in connection with the release of any Individual Property prior to such time as twenty five percent (25%) of the original principal balance of the Loan has been prepaid, the sum of (x) one hundred five percent (105%) of the Allocated Loan Amount for such Individual Property and (y) all other principal amounts previously prepaid would exceed twenty five percent (25%) of the original principal balance of the Loan, then Borrower acknowledges that the Release Price for such Individual Property being released shall be determined pursuant to clause (a) above for a portion of the applicable Allocated Loan Amount until such portion of such Allocated Loan Amount multiplied by one hundred five percent (105%) (when aggregated with all other principal amounts previously prepaid) equals twenty five percent (25%) of the original principal balance of the Loan, and thereafter shall be determined pursuant to clause (b) above for the remainder of such Allocated Loan Amount.

“Released Property” shall have the meaning set forth in Section 2.10 hereof.

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Remaining Property” shall have the meaning set forth in Section 2.10 hereof.

“REMIC Opinion” shall mean, as to any matter, an opinion as to the compliance of such matter with applicable REMIC Requirements (which such opinion shall be, in form and substance and from a provider, in each case, reasonably acceptable to Lender and acceptable to the Rating Agencies).

“REMIC Payment” shall have the meaning set forth in Section 7.3 hereof.

“REMIC Requirements” shall mean any applicable legal requirements relating to any REMIC Trust (including, without limitation, those relating to the continued treatment of the Loan (or the applicable portion thereof and/or interest therein) as a “qualified mortgage” held by such REMIC Trust, the continued qualification of such REMIC Trust as such under the IRS Code, the non-imposition of any tax on such REMIC Trust under the IRS Code (including, without limitation, taxes on “prohibited transactions” and “contributions”) and any other constraints, rules and/or other regulations and/or requirements relating to the servicing, modification and/or other similar matters with respect to the Loan (or any portion thereof and/or interest therein) that may now or hereafter exist under applicable legal requirements (including, without limitation under the IRS Code)).

“REMIC Trust” shall mean any “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code that holds any interest in all or any portion of the Loan.

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“Rent Loss Proceeds” shall have the meaning set forth in Section 7.1 hereof.

“Rent Roll” shall have the meaning set forth in Section 3.18 hereof.

“Rents” shall have the meaning set forth in the Security Instrument.

“Replacement Interest Rate Cap Agreement” shall have the meaning set forth in Section 2.8(c) hereof.

“Required Financial Item” shall have the meaning set forth in Section 4.12 hereof.

“Reserve Accounts” shall mean the Tax Account, the Insurance Account, the Leasing Reserve Account, the Excess Cash Flow Account, the Operating Expense Account and any other escrow account established by this Agreement or the other Loan Documents (but specifically excluding the Cash Management Account, the Restricted Account and the Debt Service Account).

“Reserve Funds” shall mean the Tax and Insurance Funds, the Leasing Reserve Funds, the Excess Cash Flow Funds, the Operating Expense Funds and any other escrow funds established by this Agreement or the other Loan Documents.

“Resolution Authority” shall mean an EEA Resolution Authority or a UK Resolution Authority, as applicable.

“Responsible Officer” shall mean with respect to a Person, the chairman of the board, president, chief operating officer, chief financial officer, treasurer or vice president of such Person or its constituent Person or such other similar officer or representative of such Person reasonably acceptable to Lender.

“Restoration” shall mean, following the occurrence of a Casualty or a Condemnation which is of a type necessitating the repair of any Property (or any portion thereof), the completion of the repair, restoration, replacement or rebuilding of any Property (or applicable portion thereof) as nearly as possible to the condition such Property (or applicable portion thereof) was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Restoration Retainage” shall have the meaning set forth in Section 7.4 hereof.

“Restoration Threshold” shall mean an amount equal to the lesser of (i) ten percent (10%) of the Allocated Loan Amount for the applicable Individual Property and (ii) five percent (5%) of the original principal amount of the Loan.

“Restricted Account” shall have the meaning set forth in Section 9.1 hereof.

“Restricted Account Agreement” shall mean that certain Deposit Account Control Agreement by and among Borrower, Lender and PNC Bank, National Association, dated as of the date hereof, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Restricted Account Notice” shall mean a notice from Lender to the Eligible Institution maintaining the Restricted Account in accordance with the terms of the Restricted Account Agreement whereby Lender instructs said Eligible Institution to transfer all funds on deposit in the Restricted Account on each Business Day to the Cash Management Account.

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“Restricted Party” shall have the meaning set forth in Section 6.1 hereof.

“Sale or Pledge” shall have the meaning set forth in Section 6.1 hereof.

“Sanctions” shall have the meaning set forth in Section 3.30 hereof.

“Satisfactory Search Results” shall mean the results of Lender’s customary “know your customer”, credit history check, litigation, lien, bankruptcy, judgment and other similar searches with respect to the applicable transferee and its applicable affiliates, in each case, (i) revealing no matters which would have an Aggregate Material Adverse Effect and (ii) yielding results which are otherwise acceptable to Lender in its reasonable good-faith discretion. Borrower shall pay all of Lender’s reasonable out-of-pocket costs, fees and expenses in connection with the foregoing and, notwithstanding the forgoing, no such search results shall constitute “Satisfactory Search Results” until such out-of-pocket costs, fees and expenses are paid in full.

“Secondary Market Transaction” shall have the meaning set forth in Section 11.1 hereof.

“Securities” shall have the meaning set forth in Section 11.1 hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization” shall have the meaning set forth in Section 11.1 hereof.

“Security Deposits” shall mean any advance deposits or any other deposits collected with respect to the Property, whether in the form of cash, letter(s) of credit or other cash equivalents (including, without limitation, such deposits made in connection with any Lease).

“Security Instrument” shall mean, individually or collectively, as the context may require, each mortgage/deed of trust/deed to secure debt, assignment of leases and rents and security agreement, dated as of the date hereof, executed and delivered by the applicable Borrower as security for the Loan and encumbering the applicable Individual Property (or any portion thereof), and with respect to any PILOT Property, any joinder to a Security Instrument or other pledge or security agreement executed by a PILOT Lessor, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicer” shall have the meaning set forth in Section 11.4 hereof.

“Severed Loan Documents” shall have the meaning set forth in Article 10 hereof.

“Significant Obligor” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“Single Purpose Entity” shall mean an entity which satisfies the requirements of Section 5.1 hereof and whose structure and organizational and governing documents are otherwise in form and substance acceptable to the Rating Agencies and satisfying the Prudent Lender Standard.

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

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“SOFR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the SOFR Rate.

“SOFR Rate” shall mean, with respect to each Interest Accrual Period and Component, the sum of (i) Term SOFR applicable to such Interest Accrual Period and (ii) the Spread for such Component.

“SPE Component Entity” shall have the meaning set forth in Section 5.1 hereof.

“Special Member” shall have the meaning set forth in Section 5.1 hereof.

“Sponsor” shall mean (i) individually and/or collectively, as the context may require, AREIT OP, or (ii) any successor to Sponsor pursuant to a Permitted Equity Transfer in accordance with Section 6.3, in which case, such successor shall replace Sponsor as described in clause (i) hereof.

“Spread” shall mean, with respect to each Component of the Loan:

(a)Component A:1.458690%;

(b)Component B:1.807690%;

(c)Component C:2.007690%;

(d)Component D:2.706690%;

(e)Component E:3.455690%;

(f)Component F:4.054690%; and

(g)Component HRR:5.552690%.

“S&P” shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business.

“State” shall mean each applicable state in which an applicable Individual Property or any part thereof is located.

“Stated Maturity Date” shall mean October 9, 2026.

“Strike Rate” shall mean the Initial Strike Rate, the Extension Strike Rate, or the Substitute Strike Rate, as applicable.

“Sub-Management Agreement” shall mean, collectively, each sub-management agreement entered into by and between Borrower and a Sub-Manager, pursuant to which such Sub-Manager is to provide sub-management and other services with respect to the Property, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“Sub-Manager” shall mean a Qualified Sub-Manager that is sub-managing a Property or such other entity selected as the sub-manager of the Property in accordance with the terms of this Agreement or the other Loan Documents.

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“Substitute Interest Rate Cap Agreement” shall have the meaning set forth in Section 2.8(h) hereof.

“Substitute Strike Rate” shall mean the greater of (i) three and one-half percent (3.50%) (as adjusted by the Benchmark Replacement Adjustment, if applicable) and (ii) a percentage rate equal to the Unadjusted Benchmark Replacement which would yield a Debt Service Coverage Ratio of 1.10:1.00.

“Survey” shall mean individually and/or collectively, as the context may require, those certain surveys of the Property certified and delivered to Lender in connection with the closing of the Loan.

“Syndication” shall have the meaning set forth in Section 11.8(a)(i) hereof.

“Tax Account” shall have the meaning set forth in Section 8.6 hereof.

“Tax and Insurance Adjustment” shall have the meaning set forth in the definition of Operating Expense.

“Tax and Insurance Funds” shall have the meaning set forth in Section 8.6 hereof.

“Tax Payment Date” shall mean, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.

“Taxes” shall mean all taxes, assessments, water rates, sewer rents, and other governmental impositions, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Tenant” shall mean any Person leasing, subleasing or otherwise occupying any portion of the Property under a Lease or other occupancy agreement.

“Tenant Direction Notice” shall have the meaning set forth in Section 9.2 hereof.

“Term SOFR” shall mean, with respect to each Interest Accrual Period, the Term SOFR Reference Rate for a one-month period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Accrual Period, as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for a one-month period has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for a one-month period as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for a one-month period was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. Notwithstanding the foregoing, in no event will Term SOFR be deemed to be less than zero.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lender in its reasonable discretion).

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“Term SOFR Reference Rate” shall mean the one-month forward-looking term rate based on SOFR, currently identified on the CME Group’s website at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html or any successor source.

“Title Insurance Policy” shall mean that certain ALTA mortgagee title insurance policy issued with respect to the Property and insuring the lien of the Security Instrument.

“Trigger Period” shall mean a period (A) commencing upon the earliest of (i) the occurrence and continuance of an Event of Default, (ii) the Properties failing to maintain a Debt Yield of at least 6.50% as of the end of two consecutive calendar quarters (provided, however, no Trigger Period shall be deemed to exist pursuant to this clause (ii) during any period that the Collateral Cure Conditions are satisfied); and (B) expiring upon (x) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such Event of Default, (y) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that Debt Yield is equal to or greater than 6.50% for two (2) consecutive calendar quarters. Notwithstanding the foregoing, a Trigger Period shall not be deemed to expire in the event that a Trigger Period then exists for any other reason.

“True Up Payment” shall mean a payment into the applicable Reserve Account of a sum which, together with any applicable monthly deposits into the applicable Reserve Account, will be sufficient to discharge the obligations and liabilities for which such Reserve Account was established as and when reasonably appropriate. The amount of the True Up Payment shall be determined by Lender in its reasonable discretion and shall be final and binding absent manifest error.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.

“UK Financial Institution” shall mean 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” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Underwriter Group” shall have the meaning set forth in Section 11.2 hereof.

“Underwritten Net Operating Income” shall mean, for any date of determination, an amount calculated by Lender equal to: (a) Gross Revenue for the Properties, minus (b) Operating Expenses for the Properties, for the twelve (12) month period immediately preceding the date of calculation.  Lender’s calculation of Underwritten Net Operating Income shall be final absent manifest error.

“Unencumbered Borrower” shall have the meaning set forth in Section 2.10 hereof.

“Updated Information” shall have the meaning set forth in Section 11.1 hereof.

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“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Obligations” shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early redemption.

“Work Charge” shall have the meaning set forth in Section 4.16 hereof.

“Write-Down and Conversion Powers” shall mean, (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.

All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.  References herein to “the Property or any portion thereof” and words of similar import shall be deemed to refer, as applicable, to any portion of the Property taken as a whole (including any Individual Property) and any portion of any Individual Property.

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then, in any such case, Borrower shall pay to Lender, no later than thirty (30) days following Lender’s demand therefor, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as reasonably determined by Lender; provided, that, such demand by Lender shall apply to all loans similarly affected by such change. If Lender becomes entitled to claim any additional amounts pursuant to this subsection, Lender shall provide Borrower with not less than thirty (30) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount; provided, however, that in no event shall Borrower or any Borrower Party be liable for amounts which accrued more than ninety (90) days prior to the date such notice is delivered to Borrower. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

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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 Borrower in writing of its legal inability to do so.

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As used herein, “Substitute Interest Rate Cap Agreement” shall mean an interest rate cap agreement between a Counterparty and Borrower Interest Rate Cap Party, obtained by Borrower Interest Rate Cap Party and collaterally assigned to Lender pursuant to this Agreement and shall contain each of the following:

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From and after the date of any Index Rate Conversion, all references to “Interest Rate Cap Agreement” and “Replacement Interest Rate Cap Agreement” herein (other than in the definition of “Interest Rate Cap Agreement”, the definition of “Replacement Interest Rate Cap Agreement” and as referenced in the first sentence of Section 2.8(a) hereof) shall be deemed to refer or relate, as applicable, to a Substitute Interest Rate Cap Agreement.

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All references in this Agreement and in the other Loan Documents to the Maturity Date shall mean the Extended Maturity Date in the event the applicable Extension Option is exercised.

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Borrower represents and warrants to Lender as of the Closing Date that:

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Borrower agrees that, unless expressly provided otherwise, all of the representations and warranties of Borrower set forth in this Article 3 and elsewhere in this Agreement and the other Loan Documents shall survive for so long as any portion of the Debt remains owing to Lender. All representations, warranties, covenants and agreements made by Borrower in this Agreement and in the other Loan Documents shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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From the date hereof and until payment and performance in full of all obligations of Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents or the earlier release of the lien of the Security Instrument (and all related obligations) in accordance with the terms of this Agreement, the Security Instrument, the Note and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

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(ii)  Provided no Event of Default has occurred and is continuing, after written request by Borrower, Lender, within twenty (20) Business Days of such request, shall furnish Borrower with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the rate of interest of the Loan, (iv) the terms of payment and maturity date of the Loan, (v) the date installments of interest and/or principal were

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last paid, and (vi) that Lender has not delivered any notice of Default of Event of Default. Borrower shall reimburse Lender for the reasonable out-of-pocket expenses incurred by Lender in connection with any such request.

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Lender shall execute and deliver a customary subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Lender and on such Tenant’s then-current standard form to Tenants under future Major Leases approved by Lender promptly upon request, with such changes as are agreed to between Tenant and Lender. Lender’s execution of a subordination, non-disturbance and attornment agreement which is not in compliance with the foregoing sentence shall be at Lender’s sole discretion and subject to such additional conditions as Lender shall reasonably determine.

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Notwithstanding anything to the contrary contained herein, Lender acknowledges that all payments under any PILOT Bond held by Borrower may be made by Borrower via ledger or book entry only to the extent permitted under the applicable PILOT Documents.

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Upon request from Lender, Borrower shall promptly provide Lender with:  (y) a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any transfer consummated in accordance with this Section 6.3 (to the extent such transferee would have been reflected on the organizational chart delivered in connection with the closing of the Loan, if such Transfer had occurred prior to the Closing Date), and (z) “know your client” searches (in form, scope and substance and from a provider, in each case, reasonably acceptable to Lender) with respect to any transferee (I) that has any direct and/or indirect Control rights with respect to Borrower, any SPE Component Entity, and/or any Guarantor and did not possess said Control rights prior to the applicable transfer or (II) owning (when aggregated with all Affiliates of said Person) twenty percent (20%) (or ten percent (10%) for any portion of the Loan held by JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, MORGAN STANLEY BANK, N.A. or NATIXIS REAL ESTATE CAPITAL LLC (such entities, collectively, the “Original Lender”), which has not been included in a Securitization) or more of the direct and/or indirect interests in Borrower, any SPE Component Entity and/or any Guarantor and who did not own said twenty percent (20%) (or ten percent (10%) for any portion of the Loan held by an Original Lender which has not been included in a Securitization) direct or indirect interest prior to such transfer (provided, that, notwithstanding the foregoing provisions of this Section, satisfaction of this subsection (z) shall, at Lender’s option, be a condition precedent to any such transfer).

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