FIRST INDUSTRIAL LP

Previous wording

At December 31, 2024, operating properties located in California (Northern California and Southern California markets) and Pennsylvania, our two largest regions, represented 25.6% and 11.4%, respectively, of our consolidated net operating income for the year ended December 31, 2024. The revenues generated from, and the value of, these properties are subject to local real estate conditions, such as oversupply or reduced demand for industrial properties, as well as the local economic climate. Factors like business layoffs, industry slowdowns, demographics shifts and other economic changes may adversely impact the economies of California and Pennsylvania. Given our significant investments in these states, any economic downturn in the economy or unfavorable changes in the real estate market dynamics, including changes to state income tax and property tax laws, could adversely affect our business.

Current wording

At December 31, 2025, operating properties located in California (Northern California and Southern California markets) and Pennsylvania, our two largest regions, represented 26.3% and 11.4%, respectively, of our consolidated net operating income for the year ended December 31, 2025. The revenues generated from, and the value of, these properties are subject to local real estate conditions, such as oversupply or reduced demand for industrial properties, as well as the local economic climate. Factors like business layoffs, industry slowdowns, demographics shifts and other economic changes may adversely impact the economies of California and Pennsylvania. Given our significant investments in these states, any economic downturn in the economy or unfavorable changes in the real estate market dynamics, including changes to state income tax and property tax laws, could adversely affect our business.

Previous wording

•we may not be able to obtain financing for these projects on favorable terms;

Current wording

•we may not be able to obtain financing for these projects on favorable terms or within desired timeframes;

Previous wording

•contractor and subcontractor disputes, strikes, lack of available labor, labor disputes or supply chain disruptions may occur;

Current wording

•contractor and subcontractor disputes, strikes, labor shortages, or supply chain disruptions may occur;

Previous wording

•contractor, subcontractor and design professionals may cause damage, design errors or other negligent actions with respect to our properties; and

Current wording

•contractors, subcontractors, or design professionals may cause damage, design errors or other negligent actions with respect to our properties; and

Previous wording

To the extent these risks result in increased debt service expense, construction costs and delays in budgeted leasing, they could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units.

Current wording

To the extent these risks result in increased debt service expense, higher construction costs or delays in budgeted leasing, they could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, as well as the market price of the Company's common stock and the market value of the Units.

Previous wording

Under various federal, state and local laws and regulations, we may, as a current or previous owner, developer or operator of real estate, be liable for the costs of cleaning up hazardous or toxic materials found on, in or emanating from a property as well as for any related damages to natural resources. These laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials. The presence of such materials, or the failure to address those conditions properly, may adversely affect our ability to rent or sell a property or use it as collateral for a financing. In addition, we may be held liable for clean-up costs or natural resource damages stemming from hazardous materials disposed or treated at off-site facilities, even if the facility is not owned or operated by us. No assurance can be given that existing environmental assessments with respect to any of our properties have identified all environmental liabilities, that prior owners or operators did not create unknown material environmental conditions, or that such conditions will not arise in the future. Moreover, we cannot predict whether (i) changes to environmental laws and regulations will not result in material environmental liability; or (ii) our properties will be affected by nearby activities, such as underground storage tanks leaks, or by unrelated third parties.

Current wording

Under various federal, state and local laws and regulations, we may be liable, as a current or previous owner, developer or operator of real estate, for the costs of cleaning up hazardous or toxic materials found on, in or emanating from a property as well as for any related damages to natural resources. These laws and regulations may impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials. The presence of such materials, or the failure to properly address the conditions, may adversely affect our ability to rent, sell or finance a property or to use it as collateral for indebtedness. In addition, we may be held liable for clean-up costs or natural resource damages stemming from the treatment or disposal of hazardous materials at off-site facilities, even if the facility is not owned or operated by us. No assurance can be given that environmental assessments performed with respect to our properties have identified all existing or potential environmental liabilities, that prior owners or operators did not create undiscovered environmental conditions, or that such conditions will not arise in the future. Moreover, we cannot predict whether changes to environmental laws and regulations, or their interpretation or enforcement, will result in material environmental liabilities, or whether our properties may be adversely affected by nearby activities or conditions beyond our control, such as underground storage tank leaks or releases by unrelated third parties.

Previous wording

At acquisition, all of our properties are subject to a Phase I or similar environmental assessment conducted by an independent consultant. These assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding areas but typically do not include soil sampling, subsurface investigation, remediation or asbestos surveys. While some assessments have led to further investigation and sampling, none have identified material environmental liabilities that we believe would adversely affect our business, financial condition or results of operations taken as a whole. However, we cannot give any assurance that such conditions do not exist or may not arise in the future.

Current wording

At the time of acquisition, all of our properties are subject to a Phase I or similar environmental assessment conducted by an independent consultant. These assessments are intended to identify recognized environmental conditions associated with the surveyed property and surrounding areas but typically do not include soil sampling, subsurface investigation, remediation or asbestos surveys. While some assessments have led to further investigation and sampling, none have identified material environmental liabilities that we believe, individually or in the aggregate, would adversely affect our business, financial condition or results of operations. However, we cannot give any assurance that such conditions do not exist or may not arise in the future.

Previous wording

Environmental laws and regulations in the U.S. also impose obligations on building owners or operators regarding asbestos management. These include requirements for proper handling, disclosure, and abatement during renovation or demolition, as well as penalties for non-compliance. Third parties may also seek recovery for asbestos-related injuries. Some of our properties may contain asbestos-containing building materials.

Current wording

Environmental laws and regulations in the U.S. also impose obligations on building owners or operators regarding the management of asbestos-containing materials, including requirements for handling, disclosure, and abatement during renovation or demolition, as well as penalties for non-compliance. In addition, third parties may also seek recovery for asbestos-related injuries. Some of our properties may contain asbestos-containing building materials.

Previous wording

We maintain a portfolio environmental insurance policy to address certain unknown environmental liabilities, but coverage is subject to policy terms, conditions and limitations. Renewal of this policy may not be guaranteed, and coverage may be insufficient to fully mitigate potential losses. From time to time, we may acquire properties or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities are quantifiable and the acquisition will yield a superior risk-adjusted return. In such an instance, we underwrite the costs of environmental investigation, clean-up and monitoring into the cost. Additionally, in property dispositions, we may agree to retain responsibility for certain environmental conditions, including costs associated with monitoring and/or remediating such conditions.

Current wording

We maintain a portfolio-level environmental insurance policy intended to address certain unknown environmental liabilities; however coverage is under this policy is subject to policy terms, conditions and limitations, may not be sufficient to cover all potential losses and may not be available on commercially reasonable terms, or at all, upon renewal. From time to time, we may acquire properties or interests in properties, with known adverse environmental conditions where we believe the associated risks and costs are quantifiable and the acquisition will yield a superior risk-adjusted return. In such cases, we underwrite the costs of environmental investigation, remediation and monitoring costs in the purchase price. Additionally, in connection with certain property dispositions, we may agree to retain responsibility for certain environmental conditions, including costs associated with monitoring and/or remediating such conditions.

Previous wording

We may incur significant costs complying with various federal, state and local laws and regulations that are applicable to our properties.

Current wording

We may incur significant costs to comply with various federal, state and local laws and regulations applicable to our properties.

Previous wording

We may incur significant costs complying with various federal, state and local laws and regulations that are applicable to our properties including, without limitation, those related to zoning, zoning moratoria, the Americans with Disabilities Act of 1990 (the "ADA"), fire and safety regulations, and greenhouse gas emissions. We may be required to make substantial improvements or capital expenditures, or implement operational changes, to comply with applicable laws and regulations, and we may not be able to effectively pass on these additional costs to our tenants. Noncompliance with these laws and regulations could result in the imposition of fines or the award of damages or attorneys’ fees to private litigants. Any such laws or regulations could also impose substantial costs on our tenants, potentially impacting their financial condition and ability to meet lease obligations, which could impact leasing or re-leasing our properties. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional laws or regulation will not be adopted that increase such delays or result in additional costs. If we incur substantial costs to comply with applicable laws or regulations, our financial condition, results of operations, cash flow, our ability to satisfy debt service obligations and to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.

Current wording

Our properties are subject to various federal, state and local laws and regulations, including, without limitation, those related to zoning, zoning moratoria, the Americans with Disabilities Act of 1990 (the "ADA"), fire and safety regulations, and greenhouse gas emissions. Compliance with these laws and regulations may require us to make substantial improvements or capital expenditures, or implement operational changes, and we may not be able to effectively pass these costs on to our tenants. Failure to comply with applicable laws and regulations could result in fines, penalties, or the award of damages or attorneys’ fees to private litigants. In addition, compliance obligations imposed on our tenants could adversely affect their financial condition and ability to meet their lease obligations, which could negatively impact leasing or re-leasing our properties. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional laws or regulations will not be adopted that increase delays or result in additional costs. If we incur substantial compliance-related costs, our financial condition, results of operations, cash flow, ability to satisfy debt service obligations and to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.

Previous wording

We regularly review our real estate assets for impairment indicators, such as declines in occupancy rates, deteriorating market conditions or changes in the anticipated hold period of an asset. If we determine that indicators of impairment are present, we review the affected properties to determine whether an impairment charge is required. As a result, we may be required to recognize asset impairment, which could materially and adversely affect our business, financial condition and results of operations. We use considerable judgment in making determinations about impairments, from analyzing whether there are indicators of impairment, to the assumptions used in calculating the fair value of the investment. Accordingly, our subjective estimates and evaluations may not be accurate, and such estimates and evaluations are subject to change or revision.

Current wording

We regularly review our real estate assets for impairment indicators, such as declines in occupancy rates, deteriorating market conditions or changes in the anticipated holding period of a property. If such indicators are present, we assess whether the carrying value of any asset is recoverable, which may require us to recognize an impairment charge. The determination of whether an impairment exists, and the amount of any such impairment, requires the exercise of significant judgment, including assumptions regarding future cash flows, capitalization rates and expected holding periods. These assumptions are inherently subjective and may differ from actual results. Changes in market conditions or in our expectations regarding a property could result in impairment charges in future periods. Any such impairment charges could materially and adversely affect our business, financial condition and results of operations.

Previous wording

We could be subject to risks and liabilities in connection with joint venture arrangements.

Current wording

We may be subject to risks and liabilities in connection with joint venture arrangements.

Previous wording

Our organizational documents do not limit the amount of funds that we may invest in joint ventures. We currently have and may in the future selectively acquire, own and/or develop properties through joint ventures with other parties when circumstances warrant. However, joint venture investments involve risks not present where we act alone, including: (i) joint venture partners may have shared approval rights over major decisions, which might significantly delay or make impossible actions and decisions we believe are necessary or advisable with respect to properties owned through a joint venture, and/or adversely affect our ability to develop, finance, lease or sell properties owned through a joint venture at the most advantageous time for us, if at all; (ii) joint venture partners might experience financial distress and fail to fund their share of any required capital contributions; (iii) joint venture partners may have economic or other business goals that are competitive or inconsistent with ours that would affect our ability to develop, finance, lease, operate, manage or sell any joint venture properties; (iv) joint venture partners may have the power to act contrary to our policies or objectives, including those necessary to maintain the Company's qualification as a REIT; (v) joint venture agreements often restrict the transfer of interests or may otherwise restrict our ability to sell our interest when we would like to or on advantageous terms; (vi) disputes with joint venture partners may result in costly litigation or arbitration that would increase our expenses and prevent our employees, officers and directors from focusing their time and effort on our business and subject the properties owned by the applicable joint venture to additional risk; and (vii) we may in certain circumstances be held liable for the actions or decisions of our joint venture partners.

Current wording

Our organizational documents do not limit the amount of funds that we may invest in joint ventures. We have entered into, and may in the future enter into, joint venture arrangements to acquire, own, develop and/or operate properties when we determine such arrangements to be appropriate. Investments in joint ventures involve risks that are not present when we operate properties independently, including: (i) joint venture partners may have approval or veto rights over major decisions, which could delay, restrict or prevent actions that we believe are necessary or advisable and could adversely affect our ability to develop, finance, lease or sell joint venture properties on a timely basis or on favorable terms, or at all; (ii) joint venture partners may experience financial distress or otherwise fail to fund their share of required capital contributions; (iii) joint venture partners may have economic, business or other objectives that differ from or conflict with ours, which could adversely affect the operation, management, financing or disposition of joint venture properties; (iv) joint venture partners may have the power to act contrary to our policies or objectives, including those necessary to maintain the Company's qualification as a REIT; (v)

Previous wording

For certain of our properties, we own the building and other improvements but have leased the underlying land pursuant to a long-term ground lease. These arrangements expose us to unique risks, including the potential loss of our interest in the properties if we breach the terms of the ground leases, fail to renew them, or if they are otherwise terminated. As the ground lease termination dates approach, the values of the properties could decline if extensions or renewals are not secured. Additionally, certain ground leases include annual payment escalations and/or periodic fair market value adjustments which could increase our lease obligations over time. These factors may adversely affect our financial condition, results of operations or ability to generate income from these properties.

Current wording

For certain of our properties, we own the building and other improvements but have leased the underlying land pursuant to a long-term ground lease. These arrangements expose us to unique risks, including the potential loss of our interest in the properties if we breach the terms of the ground leases, fail to extend or renew them, or if they are otherwise terminated. As the ground lease termination dates approach, the values of the properties could decline if extensions or renewals are not secured. Additionally, certain ground leases include annual payment escalations and/or periodic fair market value adjustments which could increase our lease obligations over time. These factors may adversely affect our financial condition, results of operations or ability to generate income from these properties.

Previous wording

We are exposed to the impacts of climate change.

Current wording

We are exposed to the impacts of adverse weather events and natural disasters.

Previous wording

We are subject to the physical and financial impacts of climate change, particularly due to our significant investment in properties located in coastal markets, including Southern California, Northern California, Houston and South Florida. These areas are also targeted markets for future growth. Properties in these regions are vulnerable to catastrophic weather events, such as severe storms, drought, earthquakes, floods, wildfires or other extreme weather conditions. An increase in the frequency or severity of such events could heighten our exposure to these risks, potentially disrupting our tenants' operations and impairing their ability to pay rent. Furthermore, the effects of climate change may adversely affect our ability to lease, develop or sell properties or to use them as collateral for financings. We maintain comprehensive insurance coverage to mitigate casualty risks, in amounts and of a kind that we believe are appropriate for the markets where each of our properties and their business operations are located. However, as climate change risks intensify, there is no assurance that insurance companies will continue to offer sufficient coverage or do so at commercially reasonable rates. A lack of adequate insurance or significant increases in premiums could materially affect our financial performance and operations.

Current wording

Our portfolio is subject to the physical and financial risks of adverse weather events and natural disasters, particularly due to our significant investment in properties located in coastal markets, including Southern California, Northern California, Houston, Seattle and South Florida. These areas are also targeted markets for future growth. Properties in these regions are vulnerable to catastrophic weather and natural events, such as severe storms, drought, earthquakes, floods, freezes and wildfires. The frequency and severity of such events may continue to rise, potentially disrupting tenant operations, damaging our properties, increasing operating and capital costs and impairing tenants' ability to pay rent. Climate-related disruption could also adversely affect our ability to lease, develop or sell properties or to use them as collateral for financings.

Previous wording

Real property is subject to casualty risk including damage, destruction, or loss caused by events that are unusual, sudden and unexpected. Some of our properties are located in areas where casualty risk is higher due to hurricane, earthquake, wind, wildfire and/or flood risk. We carry comprehensive insurance coverage to mitigate our casualty risk, in amounts and of a kind that we believe are appropriate for the markets where each of our properties and their business operations are located. Among other coverage, we carry property, boiler and machinery, general liability, cyber liability, fire, flood, terrorism, earthquake, windstorm, owner's protective professional indemnity and rental loss insurance. Our coverage includes policy specifications and limits customarily carried for similar properties and business activities. However, our insurance coverage does not insure the total replacement cost of the portfolio. We evaluate our insurance limits and deductibles using analysis and modeling, as is customary in our industry. However, we do not insure against all types of casualty, and we may not fully insure against certain perils including, earthquake, windstorm, flood, pandemic, war, civil unrest and cyber risk, either because coverage is not available or because we do not deem it to be economically feasible or prudent to do so. Furthermore, we cannot be sure that insurance companies will continue to offer products with sufficient coverage at commercially reasonable rates. This could occur due to an uninsured or high deductible loss, a loss in excess of insured limits, or a loss not paid due to insurer insolvency. Such events could cause us to experience a significant loss of capital or revenues, and be exposed to obligations under recourse debt associated with a property. These risks could materially and adversely impact our financial condition, results of operations, and ability to meet our obligations.

Current wording

Real property is subject to casualty risk including damage, destruction, or loss caused by unusual, sudden and unexpected events. Some of our properties are located in geographic areas that are subject to increased risk of hurricanes, earthquakes, windstorms, wildfires and flooding. We maintain insurance coverage that we believe is customary and appropriate for the markets in which our properties and their business operations are located. Among other coverage, we carry property, boiler and machinery, general liability, cyber liability, fire, flood, terrorism, earthquake, windstorm, owner's protective professional indemnity and rental loss insurance.

Previous wording

Additionally, adverse events in the banking or financial services sections could directly or indirectly affect our liquidity. Events such as defaults, non-performance or limited liquidity at banks or financial institutions that hold our funds, or broader concerns affecting financial institutions, could expose us to risk. While we actively manage our relationships with financial institutions, we cannot guarantee that disruptions will not occur. Additionally, if any of our tenants or other parties with whom we conduct business are unable to access funds from their bank or financial institutions, such parties’ ability to pay their obligations to us could be adversely affected.

Current wording

Additionally, adverse events in the banking or financial services sectors could directly or indirectly affect our liquidity. Events such as defaults, non-performance or limited liquidity at banks or financial institutions that hold our funds, or broader concerns affecting financial institutions, could expose us to risk. While we actively manage our relationships with financial institutions, we cannot guarantee that disruptions will not occur. Additionally, if any of our tenants or other parties with whom we conduct business are unable to access funds from their bank or financial institutions, such parties’ ability to pay their obligations to us could be adversely affected.

Previous wording

Furthermore, our access to liquidity under our Unsecured Credit Facility depends on the continued performance of the participating lenders. If one or more lenders default on their commitments, our ability to borrow under this facility could be restricted. A lack of access to debt or equity securities or to borrow under our Unsecured Credit Facility were to be impaired by volatility in or disruption of the capital markets, it could have a material adverse effect on our liquidity and financial condition.

Current wording

Furthermore, our access to liquidity under our Unsecured Credit Facility depends on the continued performance of the participating lenders. If one or more lenders default on their commitments, our ability to borrow under this facility could be restricted. If our access to debt or equity securities or our ability to borrow under our Unsecured Credit Facility were impaired by volatility in or disruption of the capital markets, it could have a material adverse effect on our liquidity and financial condition.

Previous wording

The terms of our agreements governing our indebtedness require that we comply with a number of financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. Complying with such covenants may limit our operational flexibility. A failure to comply with these covenants, even if we have satisfied our payment obligations, could result in a default under the applicable debt agreement. Consistent with our historical practice, we will continue to interpret and certify our performance under these covenants in a good faith manner that we deem reasonable and appropriate. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by the noteholders or lenders in a manner that could impose and cause us to incur material costs. Our ability to meet our financial covenants may be adversely affected if economic and credit market conditions limit our ability to reduce our debt levels consistent with, or result in net operating income below, our current expectations. Under our Unsecured Credit Facility and our unsecured term loans, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred that could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement.

Current wording

The terms of our agreements governing our indebtedness require that we comply with a number of financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. Complying with such covenants may limit our operational flexibility. A breach of any covenant, even if we have satisfied our payment obligations, could result in a default under the applicable debt agreement. Consistent with our historical practice, we intend to interpret and certify our performance under these covenants in a good faith manner that we deem reasonable and appropriate. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by the noteholders or lenders in a manner that could impose and cause us to incur material costs. Our ability to meet our financial covenants may be adversely affected if economic and credit market conditions limit our ability to reduce our debt levels consistent with, or result in net operating income below, our current expectations. Under our Unsecured Credit Facility and our unsecured term loans, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred that could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement.

Previous wording

If the Company fails to qualify as a REIT in any taxable year, it would be subject to federal income tax at corporate rates. This could result in a discontinuation or substantial reduction in distributions to our stockholders and unitholders and could reduce the cash available for debt repayment or to make further investments in real estate. Unless entitled to statutory relief, the Company would be disqualified from electing REIT status for the four taxable years following the year of disqualification.

Current wording

If the Company fails to qualify as a REIT in any taxable year, it would be subject to federal income tax at corporate rates. This could result in a discontinuation or substantial reduction in distributions to our stockholders and unitholders and could reduce the cash available for debt repayment or for further investments in real estate. Unless entitled to statutory relief, the Company would be disqualified from electing REIT status for the four taxable years following the year of disqualification.

Previous wording

The IRS, the United States Treasury Department and Congress frequently review federal income tax legislation, and we cannot predict whether, when or to what extent new federal laws, regulations, and administrative interpretations or rulings will be adopted. Additional changes to tax laws are likely to continue to occur in the future and any such legislative action may prospectively or retroactively modify the Company's tax treatment and therefore, may adversely affect taxation of us and/or our stockholders and unitholders. Any such changes could have an adverse effect on an investment in shares of our common stock or on the market value or the resale potential of our properties. Stockholders and unitholders are urged to consult with their own tax advisor with respect to the impact of recent legislation, the status of legislative, regulatory, or administrative developments and proposals, and their potential effect on ownership of our shares.

Current wording

The IRS, the United States Treasury Department and Congress frequently review federal income tax legislation, and we cannot predict whether, when or to what extent new federal laws, regulations, and administrative interpretations or rulings will be adopted. Additional changes to tax laws are likely to occur in the future and any such legislative action may prospectively or retroactively modify the Company's tax treatment and therefore, may adversely affect taxation of us and/or our stockholders and unitholders. Any such changes could have an adverse effect on an investment in shares of our common stock or on the market value or the resale potential of our properties. Stockholders and unitholders are urged to consult with their own tax advisors regarding the impact of recent legislation, the status of legislative, regulatory, or administrative developments and proposals, and their potential effect on ownership of our shares.

Previous wording

As part of our business, we sell properties to third parties as opportunities arise. However, under the Code, a 100% penalty tax could be assessed on the taxable gain recognized from sales of properties that are deemed to be prohibited transactions. The question of what constitutes a prohibited transaction is based on the facts and circumstances surrounding each transaction. The IRS could contend that certain sales of properties by us are prohibited transactions. While we implement controls to avoid prohibited transactions, if a dispute were to arise that was successfully argued by the IRS, the 100% penalty tax could be assessed against the Company's profits from these transactions, which could materially and adversely impact our financial results.

Current wording

As part of our business, we sell properties to third parties as opportunities arise. However, under the Code, a 100% penalty tax could be assessed on the taxable gain attributable to sales of properties that are deemed to be prohibited transactions. Whether a transaction constitutes a prohibited transaction is based on the facts and circumstances surrounding each transaction. The IRS could contend that certain sales of properties by us are prohibited transactions. While we implement controls designed to avoid prohibited transactions, if a dispute were to arise and be successfully asserted by the IRS, the 100% penalty tax could be assessed against the Company's profits from these transactions, which could materially and adversely impact our financial results.

Previous wording

A future contagious disease outbreak or pandemic could cause disruptions to regional and global economies and significant volatility and negative pressure in the financial markets. The adverse effects on our business, financial condition, results of operations and cash flows could include: (i) reduced economic activity which may severely impact our tenants' businesses and may cause certain of our tenants to be unable to meet their obligations to us in full, or at all, attempt to terminate early or non-renew of their leases or otherwise seek modifications of their obligations to us; (ii) delays to or halting of construction activities, including permitting and obtaining approvals, related to our ongoing development, redevelopment and tenant improvements projects; (iii) difficulty in accessing the capital and lending markets (or a significant increase in the costs of doing so), impacts to our credit ratings, a severe disruption or instability in the global financial markets, or deterioration in credit and financing conditions, which may affect our access to capital necessary to fund business operations or address maturing debt obligations on a timely basis; (iv) potential impact on our ability to meet the financial covenants of our Unsecured Credit Facility and other debt agreements, which may result in a default or an acceleration of indebtedness, and such non-compliance could negatively impact our ability to make additional borrowings under our Unsecured Credit Facility and pay dividends; (v) any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions; (vi) a general decline in business activity and demand for real estate transactions, which could adversely affect our ability to sell or purchase properties, at attractive pricing or at all; (vii) an inability to initiate or pursue litigation due to various court closures, increased case volume and/or moratoriums on certain types of activities; (viii) the potential negative impact on the health of our employees, particularly if a significant number of them are impacted, which could result in a deterioration in our ability to ensure business continuity during the disruption and which may negatively impact our disclosure controls and procedures over financial reporting; and (ix) extended remote work arrangements for our employees could strain our business continuity plans and introduce operational inefficiencies risk including, but not limited to, cybersecurity risks.

Current wording

A future contagious disease outbreak or pandemic could disrupt regional and global economies and cause significant volatility and negative pressure in financial markets. The adverse effects on our business, financial condition, results of operations and cash flows could include: (i) reduced economic activity which may adversely impact our tenants' businesses, resulting in an inability to meet lease obligations, early lease terminations, non-renewals or requests for lease modifications; (ii) delays to or halting of construction activities, including permitting and approvals, related to our development, redevelopment and tenant improvements projects; (iii) difficulty in accessing the capital and lending markets (or a significant increase in the costs of doing so), impacts to our credit ratings, disruption or instability in the global financial markets, or deterioration in credit and financing conditions, which may affect our access to capital necessary to fund business operations or address maturing debt obligations on a timely basis; (iv) potential impact on our ability to meet the financial covenants of our Unsecured Credit Facility and other debt agreements, which may result in defaults, acceleration of indebtedness, restrictions on additional borrowings and limitations on dividend payments; (v) impairment of the value of our tangible or intangible assets due to the weakened economic conditions; (vi) a general decline in business activity and demand for real estate transactions, which could adversely affect our ability to sell or purchase properties on favorable terms or at all; (vii) limitations on our ability to initiate or pursue litigation due to court closures, increased case volume or moratoriums on certain activities; (viii) adverse impacts on employee health, particularly if a significant number of them are impacted, which could result in a deterioration in our ability to ensure business continuity during the disruption and which may negatively impact our disclosure controls and procedures over financial reporting; and (ix) extended remote work arrangements could strain our business continuity plans and introduce operational inefficiencies risk including, but not limited to, cybersecurity risks.

Previous wording

We rely extensively on computer systems to manage our business, and our business is at risk from and may be impacted by cybersecurity attacks, data breaches and other system disruptions. These risks could include attempts to gain unauthorized access to our computer systems, data and the data of third parties retained within our systems through malware, computer viruses, attachments to e-mails, persons inside our Company or persons with access to systems inside our Company, and other significant disruptions of our information technology networks and related systems. Our business is also at risk from and may be impacted by our computer systems malfunctioning or being subject of a significant disruption.

Current wording

We rely extensively on computer systems to manage our business, and our business is at risk from and may be impacted by cybersecurity attacks, data breaches and other significant disruptions. These risks could include attempts to gain unauthorized access to our computer systems, data and the data of third parties retained within our systems through malware, computer viruses, email attachments, persons inside our Company or persons with access to systems inside our Company, and other significant disruptions of our information technology networks and related systems. Our business is also at risk from computer systems malfunctions or other significant disruption.

Previous wording

The risk of a cybersecurity breach or disruption, particularly through a cyber-incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we employ a number of measures to prevent, detect and mitigate these threats, even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques and tools (including artificial intelligence) used in such attempted security breaches evolve and generally are not recognized until launched against a target and, in some cases, are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

Current wording

The risk of a cybersecurity breach or disruption, including through a cyber-incident involving computer hackers, foreign governments or cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we employ a number of measures to prevent, detect and mitigate these threats, even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques and tools (including artificial intelligence) used in such attempted attacks evolve and generally are not recognized until launched against a target and, in some cases, are designed to avoid detection. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and it is impossible for us to entirely mitigate this risk.

Previous wording

Moreover, our risk exposure extends beyond our internal systems. Cybersecurity events or disruptions impacting our vendors, sub-processors and service providers could impact our data and operations or the data of third parties retained within our system via unauthorized access to information or disruption of services.

Current wording

Moreover, our risk exposure extends beyond our internal systems. Cybersecurity events or disruptions impacting our vendors, sub-processors and service providers could impact our data and operations or the data of third parties retained within our systems via unauthorized access to information or disruption of services.

Previous wording

Our computer systems are essential to our day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. A successful cybersecurity attack or system disruption could have severe consequences, including: (i) disrupt the proper functioning of our networks and systems, and therefore our operations and/or those of certain of our tenants; (ii) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; (iii) result in misstated financial reports, violations of loan covenants or missed reporting deadlines; (iv) result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; (v) divert significant management resources to remedy any damages and restore systems; (vi) subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; (vii) subject us to legal liability or regulatory actions stemming from data breaches or disruptions; or (viii) damage our reputation among our tenants, investors and stakeholders.

Current wording

Our computer systems are essential to our day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. A successful cybersecurity attack or system disruption could have severe consequences, including: (i) disruption to the proper functioning of our networks and systems, and therefore our operations and/or those of certain of our tenants; (ii) unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which could be used to compete against us or for other harmful purposes; (iii) misstated financial reports, violations of loan covenants or missed reporting deadlines; (iv) an inability to properly monitor compliance with the rules and regulations regarding our qualification as a REIT; (v) diversion of significant management resources to remedy damages and restore systems; (vi) claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; (vii) legal liability or regulatory actions stemming from data breaches or disruptions; or (viii) damage to our reputation among tenants, investors and other stakeholders.

Previous wording

Acts of violence, including terrorism and armed conflicts, or other destabilizing events could occur in areas where we conduct business. More generally, these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwide financial markets and economy. These events may adversely impact our operations or financial condition. In addition, losses resulting from these types of events may be uninsurable.

Current wording

Acts of violence, including terrorism and armed conflicts, or other destabilizing geopolitical events could occur in areas where we conduct business. More generally, these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwide financial markets and economy. These events may adversely impact our operations or financial condition. In addition, losses resulting from these types of events may be uninsurable.

Previous wording

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in such internal controls could result in misstatements of our results of operations, restatements of our financial statements, a decline in the price/value of our securities, damage to our business reputation or otherwise materially adversely affect our business, results of operations, financial condition or liquidity. Such outcomes could erode investor confidence and materially affect our business and financial performance. We remain committed to monitoring and improving our internal controls over financial reporting, but no system can entirely eliminate the risk of deficiencies.

Current wording

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives at all times. Deficiencies, including any material weakness, in such internal controls could result in misstatements of our results of operations, restatements of our financial statements, a decline in the price/value of our securities, damage to our business reputation or otherwise materially adversely affect our business, results of operations, financial condition or liquidity. Such outcomes could erode investor confidence and materially affect our business and financial performance. We remain committed to monitoring and improving our internal controls over financial reporting, but no system can entirely eliminate the risk of deficiencies.