10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                     

Commission file number: 000-51948

_________________________________

Jones Lang LaSalle Income Property Trust, Inc.

(Exact name of registrant as specified in its charter)

_________________________________

Maryland	20-1432284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

333 West Wacker Drive, Chicago IL, 60606

(Address of principal executive offices, including Zip Code)

(312) 897-4000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_________________________________

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

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

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

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

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

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

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

The number of shares of the registrant’s Common Stock, $.01 par value, outstanding on May 8, 2020 were 86,350,087 shares of Class A Common Stock, 41,561,344 shares of Class M Common Stock, 11,242,063 shares of Class A-I Common Stock, 20,256,735 shares of Class M-I Common Stock and 4,957,915 shares of Class D Common Stock.

Jones Lang LaSalle Income Property Trust, Inc.

INDEX

	PAGE NUMBER
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019	3
Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 (unaudited)	4
Consolidated Statements of Equity for the three months ended March 31, 2020 and 2019 (unaudited)	5
Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	45
Item 4. Controls and Procedures	45
Part II - OTHER INFORMATION
Item 1. Legal Proceedings	46
Item 1A. Risk Factors	46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3. Defaults Upon Senior Securities	51
Item 4. Mine Safety Disclosures	51
Item 5. Other Information	51
Item 6. Exhibits	52
SIGNATURES	53

2

Item 1. Financial Statements.

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED BALANCE SHEETS

$ in thousands, except per share amounts

	March 31, 2020			December 31, 2019
	(Unaudited)
ASSETS
Investments in real estate:
Land (including from VIEs of $22,605 and $22,605, respectively)	$	436,249		$	430,278
Buildings and equipment (including from VIEs of $142,872 and $142,599, respectively)	1,836,277			1,770,236
Less accumulated depreciation (including from VIEs of $(20,550) and $(19,646), respectively)	(187,805		)	(176,236		)
Net property and equipment	2,084,721			2,024,278
Investment in unconsolidated real estate affiliates	159,061			159,288
Real estate fund investment	84,664			93,400
Net investments in real estate	2,328,446			2,276,966
Cash and cash equivalents (including from VIEs of $1,980 and $2,087, respectively)	266,321			77,056
Restricted cash (including from VIEs of $74 and $75, respectively)	14,995			36,966
Tenant accounts receivable, net (including from VIEs of $3,441 and $2,767, respectively)	7,060			6,424
Deferred expenses, net (including from VIEs of $535 and $558, respectively)	9,645			9,351
Acquired intangible assets, net (including from VIEs of $4,170 and $5,383, respectively)	116,417			93,342
Deferred rent receivable, net (including from VIEs of $1,199 and $1,079, respectively)	20,180			20,407
Prepaid expenses and other assets (including from VIEs of $185 and $180, respectively)	7,133			10,997
TOTAL ASSETS	$	2,770,197		$	2,531,509
LIABILITIES AND EQUITY
Mortgage notes and other debt payable, net (including from VIEs of $82,410 and $82,531, respectively)	$	1,043,399		$	836,818
Accounts payable and other liabilities (including from VIEs of $1,763 and $1,500, respectively)	40,745			55,092
Financing obligation	15,616			—
Accrued offering costs	105,510			95,225
Distributions payable	—			19,888
Accrued interest (including from VIEs of $298 and $299, respectively)	2,346			2,602
Accrued real estate taxes (including from VIEs of $473 and $515, respectively)	6,117			5,137
Advisor fees payable	2,288			2,169
Acquired intangible liabilities, net	17,427			15,821
TOTAL LIABILITIES	1,233,448			1,032,752
Commitments and contingencies	—			—
Equity:
Class A common stock: $0.01 par value; 200,000,000 shares authorized; 91,983,850 and 88,007,721 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	920			880
Class M common stock: $0.01 par value; 200,000,000 shares authorized; 37,779,496 and 39,036,770 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	378			390
Class A-I common stock: $0.01 par value; 200,000,000 shares authorized; 10,432,175 and 11,153,567 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	104			112
Class M-I common stock: $0.01 par value; 200,000,000 shares authorized; 28,106,764 and 22,589,999 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	281			226
Class D common stock: $0.01 par value; 200,000,000 shares authorized; 4,957,915 and 4,957,915 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	50			50
Additional paid-in capital (net of offering costs of $202,705 and $187,131 as of March 31, 2020 and December 31, 2019, respectively)	1,938,168			1,860,734
Distributions to stockholders	(419,875		)	(398,939		)
Retained earnings	10,734			29,283
Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity	1,530,760			1,492,736
Noncontrolling interests	5,989			6,021
Total equity	1,536,749			1,498,757
TOTAL LIABILITIES AND EQUITY	$	2,770,197		$	2,531,509

The abbreviation “VIEs” above means consolidated Variable Interest Entities.

See notes to consolidated financial statements.

3

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

$ in thousands, except share and per share amounts

(Unaudited)

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Revenues:
Rental revenue	$	46,917		$	38,861
Other revenue	1,743			2,268
Total revenues	48,660			41,129
Operating expenses:
Real estate taxes	7,541			6,015
Property operating expenses	8,758			7,246
Property general and administrative	2,548			296
Advisor fees	6,578			5,233
Company level expenses	954			702
Depreciation and amortization	19,056			14,575
Total operating expenses	45,435			34,067
Other income (expenses):
Interest expense	(14,535		)	(9,632		)
(Loss) income from unconsolidated real estate affiliates and fund investments	(8,927		)	2,197
Gain on disposition of property and extinguishment of debt, net	1,708			107,108
Total other income and (expenses)	(21,754		)	99,673
Net (loss) income	(18,529		)	106,735
Less: Net (income) loss attributable to the noncontrolling interests	(20		)	1
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc.	$	(18,549	)	$	106,736
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:
Class A	(0.11		)	0.76
Class M	(0.11		)	0.76
Class A-I	(0.11		)	0.76
Class M-I	(0.11		)	0.76
Class D	(0.11		)	0.76
Weighted average common stock outstanding-basic and diluted	172,744,239			139,744,220

See notes to consolidated financial statements.

4

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

$ in thousands, except share and per share amounts

(Unaudited)

	Common Stock					Additional Paid In Capital			Distributions to  Stockholders			Retained Earnings / (Accumulated Deficit)			Noncontrolling Interests			Total Equity
	Shares		Amount
Balance, January 1, 2019	138,148,451		$	1,382		$	1,568,474		$	(318,780	)	$	(70,650	)	$	6,866		$	1,187,292
Issuance of common stock	5,762,222		57			70,492			—			—			—			70,549
Repurchase of shares	(2,583,618	)	(26		)	(31,376		)	—			—			—			(31,402		)
Offering costs	—		—			(6,546		)	—			—			—			(6,546		)
Stock based compensation	7,413		—			40			—			—			—			40
Net income	—		—			—			—			106,736			(1		)	106,735
Cash distributed to noncontrolling interests	—		—			—			—			—			(96		)	(96		)
Distributions declared per share ($0.135)	—		—			—			(16,990		)	—			—			(16,990		)
Balance, March 31, 2019	141,334,468		$	1,413		$	1,601,084		$	(335,770	)	$	36,086		$	6,769		$	1,309,582
Balance, January 1, 2020	165,745,572		$	1,658		$	1,860,734		$	(398,939	)	$	29,283		$	6,021		$	1,498,757
Issuance of common stock	15,097,750		151			185,904			—			—			—			186,055
Repurchase of shares	(7,598,597	)	(76		)	(93,088		)	—			—			—			(93,164		)
Conversion of shares	(525	)	—			—			—			—			—			—
Offering costs	—		—			(15,574		)	—			—			—			(15,574		)
Stock based compensation	16,000		—			192			—			—			—			192
Net income	—		—			—			—			(18,549		)	20			(18,529		)
Cash contributions from noncontrolling interests	—		—			—			—			—			1			1
Cash distributed to noncontrolling interests	—		—			—			—			—			(53		)	(53		)
Distributions declared per share ($0.135)	—		—			—			(20,936		)	—			—			(20,936		)
Balance, March 31, 2020	173,260,200		$	1,733		$	1,938,168		$	(419,875	)	$	10,734		$	5,989		$	1,536,749

See notes to consolidated financial statements.

5

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

$ in thousands

(Unaudited)

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	(18,529	)	$	106,735
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,933			14,604
Gain on disposition of property	(1,724		)	(107,108		)
Straight line rent	216			(530		)
Loss (income) from unconsolidated real estate affiliates and fund investment	8,927			(2,197		)
Distributions from unconsolidated real estate affiliates and fund investment	1,166			1,844
Net changes in assets, liabilities and other	8,754			(1,499		)
Net cash provided by operating activities	17,743			11,849
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of real estate investments	(101,217		)	(44,525		)
Proceeds from sale of real estate investments and fixed assets	5,372			216,010
Capital improvements and lease commissions	(2,455		)	(4,280		)
Investment in unconsolidated real estate affiliates	(1,130		)	(13		)
Deposits for investments under contract	—			(3,100		)
Net cash used in investing activities	(99,430		)	164,092
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	167,750			74,756
Repurchase of shares	(92,082		)	(31,402		)
Offering costs	(5,288		)	(3,961		)
Distributions to stockholders	(27,562		)	(5,370		)
Distributions paid to noncontrolling interests	(53		)	(96		)
Contributions received from noncontrolling interests	1			—
Draws on credit facility	200,000			—
Payment on credit facility	—			(90,000		)
Proceeds from mortgage notes and other debt payable	35,900			—
Debt issuance costs	—			7
Principal payments on mortgage notes and other debt payable	(29,685		)	(62,005		)
Net cash provided by (used in) financing activities	248,981			(118,071		)
Net increase in cash, cash equivalents and restricted cash	167,294			57,870
Cash, cash equivalents and restricted cash at the beginning of the period	114,022			45,269
Cash, cash equivalents and restricted cash at the end of the period	$	281,316		$	103,139
Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to cash, cash equivalents and restricted per Consolidated Statements of Cash Flows
Cash and cash equivalents	$	266,321		$	80,490
Restricted cash	14,995			22,649
Cash, cash equivalents and restricted cash at the end of the period	$	281,316		$	103,139
Supplemental disclosure of cash flow information:
Interest paid	$	8,357		$	7,487
Non-cash activities:
Write-offs of receivables	$	(9	)	$	(24	)
Write-offs of retired assets and liabilities	4,344			1,663
Change in liability for capital expenditures	(251		)	452
Net liabilities transferred at disposition of real estate investment	63			2,100
Net liabilities assumed at acquisition	538			235
Change in issuance of common stock receivable and redemption of common stock payable	2,672			793
Change in accrued offering costs	10,286			2,585

See notes to consolidated financial statements.

6

Jones Lang LaSalle Income Property Trust, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ in thousands, except per share amounts

NOTE 1—ORGANIZATION

General

Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to Jones Lang LaSalle Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.

Jones Lang LaSalle Income Property Trust, Inc. is an externally advised, daily valued perpetual-life real estate investment trust ("REIT") that owns and manages a diversified portfolio of apartment, industrial, office, retail and other properties located in the United States. Over time our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and may be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December31, 2004, when we first elected REIT status. As of March 31, 2020, we owned interests in a total of 78 properties, located in 20 states.

We own, and plan to continue to own, all or substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are the initial limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold all or substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). This structure is intended to facilitate tax-deferred contributions of properties to our operating partnership in exchange for limited partnership interests in our operating partnership. A transfer of property directly to a REIT in exchange for shares of common stock of a REIT is generally a taxable transaction to the transferring property owner. In an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction.

From our inception to January 15, 2015, we raised equity proceeds through various public and private offerings of shares of our common stock. On January 16, 2015, our follow-on Registration Statement on Form S-11 was declared effective by the Securities and Exchange Commission (the "SEC") with respect to our continuous public offering of up to $2,700,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,400,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan (the “First Extended Public Offering”). As of July 6, 2018, the date our First Extended Public Offering terminated, we had raised aggregate gross proceeds from the sale of shares of our common stock in our First Extended Public Offering of $1,138,053.

On July 6, 2018, the SEC declared our second follow-on Registration Statement on Form S-11 (the "Second Extended Public Offering") effective (Commission File No. 333-222533) to offer up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We reserve the right to terminate the Second Extended Public Offering at any time and to extend the Second Extended Public Offering term to the extent permissible under applicable law. As of March 31, 2020, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Second Extended Public Offering of $728,614.

On March 3, 2015, we commenced a private offering (the "Follow-on Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of March 31, 2020, we have raised aggregate gross proceeds from the sale of shares of our Class D common stock in our Follow-on Private Offering of $68,591.

On October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $500,000, which our board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act of 1933, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of March 31, 2020, we have raised $16,707 from our DST Program.

7

As of March 31, 2020, 91,983,850 shares of Class A common stock, 37,779,496 shares of Class M common stock, 10,432,175 shares of Class A-I common stock, 28,106,764 shares of Class M-I common stock, and 4,957,915 shares of Class D common stock were outstanding and held by a total of 17,862 stockholders.

LaSalle acts as our advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2020, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of and compensated by our Advisor. We have no employees, as all operations are managed by our Advisor.

LaSalle is a wholly-owned, but operationally independent subsidiary of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of March 31, 2020, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of $30,110.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investment in real estate affiliates accounted for under the equity method of accounting. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of March 31, 2020, our VIEs include The District at Howell Mill, Grand Lakes Marketplace, and Presley Uptown due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us.

Noncontrolling interests represent the minority members’ proportionate share of the equity in our VIEs. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of March 31, 2020, noncontrolling interests represented the minority members’ proportionate share of the equity of the entities listed above as VIEs.

Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of our outside joint venture partners.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March 10, 2020 (our “2019 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, 2019 audited consolidated financial statements included in our 2019 Form 10-K and present interim disclosures as required by the SEC.

The interim financial data as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

8

Restricted Cash

Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At March 31, 2020, our restricted cash balance on our Consolidated Balance Sheets was primarily related to common stock subscriptions received in advance of the issuance of the common stock and loan escrow amounts.

Deferred Expenses

Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at March 31, 2020 and December 31, 2019 was $5,269 and $4,893, respectively.

Rental Revenue Recognition

We recognize rental revenue from tenants under operating leases on a straight-line basis over the noncancelable term of the lease when collectability of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable, revenue is recorded equal to cash that has been received from the tenant.  We evaluate the collectability of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates, economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

The COVID-19 pandemic has had a negative impact on many of our tenant’s businesses. The duration and extent of the negative effects caused by the COVID-19 pandemic to the economy is uncertain, and as such collectability of certain tenants rent receivable balances in the future is also uncertain. We have taken into account current tenant conditions which include consideration of COVID-19 in our estimation of its uncollectible accounts and deferred rents receivable at March 31, 2020. We are closely monitoring the collectability of such rents and will adjust future estimations as further information is known.

Acquisitions

We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $69,991 and $67,574 at March 31, 2020 and December 31, 2019, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $10,712 and $10,372 at March 31, 2020 and December 31, 2019, respectively, on the accompanying Consolidated Balance Sheets.

Assets and Liabilities Measured at Fair Value

The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.

• Level 2—Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

• Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.

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The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Real estate fund investments accounted for under the fair value option fall within Level 3 of the hierarchy. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the three months ended March 31, 2020 and 2019, we recorded a decrease and an increase in fair value classified within the Level 3 category of $8,736 and $1,320, respectively, in our investment in the NYC Retail Portfolio (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments).

We have estimated the fair value of our mortgage notes and other debt payable reflected on the Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable using Level 2 inputs was $10,958 lower and $21,360 higher than the aggregate carrying amounts at March 31, 2020 and December 31, 2019, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our mortgage notes payable.

Derivative Financial Instruments

We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded as a component of interest expense on our Consolidated Statements of Operations as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps.

As of March 31, 2020, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	6	$	212,800

The fair value of our interest rate swaps represent liabilities of $8,429 and $2,140 at March 31, 2020 and December 31, 2019, respectively.

Ground Lease

As of March 31, 2020, we have a single ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,172 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of $2,237.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Recent Issued Accounting Pronouncements

In April 2020, the FASB issued a question and answer document which focused on the application of lease guidance applicable on concessions related to the effects of the COVID–19 pandemic. Per the guidance, companies will be permitted to make an election to account for lease concessions related to the effects of the COVID–19 pandemic consistent with how those concessions would be accounted for under Topic 842, Leases, as though enforceable rights and obligations for those concessions existed.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We will evaluate the impact of the guidance.

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In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326, Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. The guidance was effective for us as of January 1, 2020 and did not have a material impact on our consolidated financial statements.

NOTE 3—PROPERTY

The primary reason we make acquisitions of real estate investments in the apartment, industrial, office, retail and other property sectors is to invest capital contributed by stockholders in a diversified portfolio of real estate assets. All references to square footage and units are unaudited.

Acquisitions

On January 29, 2020, we acquired Milford Crossing, a 159,000 square foot, grocery-anchored retail center located in Milford, Massachusetts, for approximately $42,000. The acquisition was funded with cash on hand.

On February 6, 2020, we acquired Fountainhead Corporate Park, a 295,000 square foot, two-building Class A office portfolio comprised of two six-story buildings located in the Phoenix, Arizona submarket of Tempe for approximately $61,500. The acquisition was funded with cash on hand.

We allocated the purchase price for our 2020 acquisitions in accordance with authoritative guidance as follows:

	2020 Acquisitions
Land	$	7,066
Building and equipment	67,224
In-place lease intangible (acquired intangible assets)	29,712
Above-market lease intangible (acquired intangible assets)	71
Below-market lease intangible (acquired intangible liabilities)	(2,318		)
	$	101,755
Amortization period for intangible assets and liabilities	5 - 154 months

Disposition

On March 27, 2020, we sold 24823 Anza Drive for approximately $5,600 less closing costs. We recorded a gain on the sale of the property in the amount of $1,724.

NOTE 4—UNCONSOLIDATED REAL ESTATE AFFILIATES AND FUND INVESTMENTS

Unconsolidated Real Estate Affiliates

In addition to investments in consolidated properties we may make investments in real estate which are classified as unconsolidated real estate affiliates under GAAP. The following represent our unconsolidated real estate affiliates as of March 31, 2020 and December 31, 2019.

				Carrying Amount of Investment
Property	Property Type	Location	Acquisition Date	March 31, 2020		December 31, 2019
Chicago Parking Garage	Other	Chicago, IL	December 23, 2014	$	16,039	$	15,741
Pioneer Tower	Office	Portland, OR	June 28, 2016	109,250		109,653
The Tremont	Apartment	Burlington, MA	July 19, 2018	21,586		21,571
The Huntington	Apartment	Burlington, MA	July 19, 2018	12,186		12,323
Total				$	159,061	$	159,288

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Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Total revenues	$	4,396		$	4,830
Total operating expenses	4,053			3,993
Operating income	$	343		$	837
Interest expense	534			541
Net (loss) income	$	(191	)	$	296

Real Estate Fund Investment

NYC Retail Portfolio

On December 8, 2015, a wholly-owned subsidiary of the Company acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P., which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the greater New York City area (the “NYC Retail Portfolio”), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion was approximately $85,600 including closing costs. As of March 31, 2020, the NYC Retail Portfolio owned 8 retail properties totaling approximately 1,938,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens and New Jersey.

At acquisition we made the election to account for our interest in the NYC Retail Portfolio under the fair value option. This fair value election was made as the investment is in the form of a commingled fund with institutional partners where fair value accounting provides the most relevant information about the financial condition of the investment. We record increases and decreases in our investment each reporting period based on the change in the fair value of the investment as estimated by the general partner. Critical inputs to NAV estimates include valuations of the underlying real estate assets which incorporate investment-specific assumptions such as discount rates, capitalization rates and rental growth rates. We did not consider adjustments to NAV estimates provided by the general partner, including adjustments for any restrictions to the transferability of ownership interests embedded within the investment agreement to which we are a party, to be necessary based upon (1) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investment level, (2) consideration of market demand for the retail assets held by the venture, and (3) contemplation of real estate and capital markets conditions in the localities in which the venture operates. We have no unfunded commitments. Our investment in the NYC Retail Portfolio is presented on our Consolidated Balance Sheets within real estate fund investment. Changes in the fair value of our investment as well as cash distributions received are recorded on our Consolidated Statements of Operations within income from unconsolidated real estate affiliates and fund investments. As of March 31, 2020 and December 31, 2019, the carrying amount of our investment in the NYC Retail Portfolio was $84,664 and $93,400, respectively. During the three months ended March 31, 2020, we recorded a decrease in fair value of our investment in the NYC Retail Portfolio of $8,736 and received no cash distributions. On March 4, 2020, a retail property in the NYC Retail Portfolio with a square footage of 74,000 was sold and the mortgage loan was extinguished. During the three months ended March 31, 2019, we recorded an increase in fair value of our investment in the NYC Retail Portfolio of $1,320. During the three months ended March 31, 2019, we received distributions of income totaling $581. This cash distribution of income increased income from unconsolidated real estate affiliates and fund investments. On January 7, 2019, two retail properties in the NYC Retail Portfolio with a combined 148,000 square feet were sold and the mortgage loans were extinguished.

Summarized Statement of Operations—NYC Retail Portfolio Investment—Fair Value Option Investment

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Total revenue	$	1,506		$	2,545
Net investment income	1,084			2,127
Net change in unrealized (loss) gain on investment in real estate venture	(31,560		)	4,771
Net (loss) income	$	(30,476	)	$	6,898

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NOTE 5—MORTGAGE NOTES AND OTHER DEBT PAYABLE

Mortgage notes and other debt payable have various maturities through 2054 and consist of the following:

Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of
			March 31, 2020			December 31, 2019
Mortgage notes payable (1)	October 1, 2020 - March 1, 2054	3.00% - 5.30%	$	749,350		$	743,135
Credit facility
Revolving line of credit	May 25, 2021	2.34%	200,000			—
Term loans	May 25, 2023	3.10%	100,000			100,000
TOTAL			$	1,049,350		$	843,135
Net debt discount on assumed debt and debt issuance costs			(5,951		)	(6,317		)
Mortgage notes and other debt payable, net			$	1,043,399		$	836,818

________

(1) On March 31, 2020, we entered into a $35,900 mortgage payable on Summit at San Marcos. The mortgage note is interest only at a rate of 3.28% and matures on April 1, 2030.

Aggregate future principal payments of mortgage notes and other debt payable as of March 31, 2020 are as follows:

Year	Amount
2020	$	23,453
2021	229,626
2022	8,082
2023	230,166
2024	41,393
Thereafter	516,630
Total	$	1,049,350

Credit Facility

On May 26, 2017, we entered into a credit agreement providing for a $250,000 revolving line of credit and unsecured term loan with a syndicate of six lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., and PNC Bank, National Association. The $250,000 credit facility (the "Credit Facility") consists of a $200,000 revolving line of credit (the “Revolving Line of Credit”) and a $50,000 term loan. On August 4, 2017, we expanded our Credit Facility to $300,000. The additional $50,000 borrowing was in the form of a five-year term loan maturing on May 26, 2022. We collectively refer to the two term loans as the "Term Loans". On December 12, 2018, we expanded and extended our Credit Facility to provide for a borrowing capacity of $400,000, by increasing our Revolving Line of Credit to $300,000 with a new maturity date of May 25, 2021. We also extended our Term Loans by one year with new maturity dates of May 25, 2023. The primary interest rate is based on LIBOR, plus a margin ranging from 1.25% to 2.00% depending on our leverage ratio or alternatively, we can choose to borrow at a “base rate” equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) LIBOR plus 1.0%, plus (ii) a margin ranging from 0.25% to 1.00% for base rate loans. The maturity date of the Revolving Line of Credit is May 25, 2021 and contains two 12-month extension options that we may exercise upon (i) payment of an extension fee equal to 0.15% of the gross capacity under the Revolving Line of Credit at the time of the extension, and (ii) compliance with the other conditions set forth in the credit agreement. We intend to use the Revolving Line of Credit to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of March 31, 2020, we believe no material adverse effects had occurred.

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Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.

At March 31, 2020, we had $200,000 outstanding under the Revolving Line of Credit at LIBOR plus 1.35% and $100,000 outstanding under the Term Loans at LIBOR plus 1.30%. We swapped the LIBOR portion of our $100,000 in Term Loans to a blended fixed rate of 1.80% (all in rate of 3.10% at March 31, 2020) and swapped $50,000 of the Revolving Line of Credit to a fixed rate of 2.64% (all in rate of 3.99%).

Covenants

At March 31, 2020, we were in compliance with all debt covenants.

Debt Issuance Costs

Debt issuance costs are capitalized, and presented net of mortgage notes and other debt payable, and amortized over the terms of the respective agreements as a component of interest expense. Accumulated amortization of debt issuance costs at March 31, 2020 and December 31, 2019 was $6,080 and $5,993, respectively.

NOTE 6—COMMON STOCK

We have five classes of common stock: Class A, Class M, Class A-I, Class M-I, and Class D. The fees payable to LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor and the dealer manager for our offerings (the "Dealer Manager"), with respect to each outstanding share of each class, as a percentage of NAV, are as follows:

	Selling Commission (1)	Dealer Manager Fee (2)
Class A Shares	up to 3.0%	0.85%
Class M Shares	—	0.30%
Class A-I Shares	up to 1.5%	0.30%
Class M-I Shares	—	None
Class D Shares (3)	up to 1.0%	None

________

(1) Selling commissions are paid on the date of sale of our common stock.

(2) We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.

(3) Shares of Class D common stock are only being offered pursuant to a private offering.

The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

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Stock Transactions

The stock transactions for each of our classes of common stock for the three months ended March 31, 2020 were as follows:

	Shares of Class A Common Stock		Shares of Class M Common Stock		Shares of Class A-I Common Stock		Shares of Class M-I Common Stock		Shares of Class D Common Stock
Balance, December 31, 2019	88,007,721		39,036,770		11,153,567		22,589,599		4,957,915
Issuance of common stock	7,753,710		1,100,191		134,233		6,125,616		—
Repurchase of common stock	(3,722,348	)	(1,911,918	)	(855,625	)	(1,108,706	)	—
Share conversions	(55,233	)	(445,547	)	—		500,255		—
Balance, March 31, 2020	91,983,850		37,779,496		10,432,175		28,106,764		4,957,915

Stock Issuances

The stock issuances for our classes of common stock, including those issued through our distribution reinvestment plan, for the three months ended March 31, 2020 were as follows:

	Three Months Ended March 31, 2020
	# of shares	Amount
Class A Shares	7,753,710	$	95,913
Class M Shares	1,100,191	13,487
Class A-I Shares	134,233	1,643
Class M-I Shares	6,125,616	75,204
Total		$	186,247

Share Repurchase Plan

Our share repurchase plan allows stockholders, subject to a one-year holding period, with certain exceptions, to request that we repurchase all or a portion of their shares of common stock on a daily basis at that day's NAV per share, limited to 5% of aggregate Company NAV per quarter. For the three months ended March 31, 2020, we repurchased 7,598,597 shares of common stock in the amount of $93,164. During the three months ended March 31, 2019, we repurchased 2,583,618 shares of common stock in the amount of $31,402.

Distribution Reinvestment Plan

Pursuant to our distribution reinvestment plan, holders of shares of any class of our common stock may elect to have their cash distributions reinvested in additional shares of our common stock at the NAV per share applicable to the class of shares being purchased on the distribution date. For the three months ended March 31, 2020, we issued 1,082,296 shares of common stock for $13,262 under the distribution reinvestment plan. For the three months ended March 31, 2019, we issued 863,412 shares of common stock for $10,483 under the distribution reinvestment plan.

Earnings Per Share

We compute net income per share for Class A, Class M, Class A-I, Class M-I and Class D common stock using the two-class method. Our Advisor may earn a performance fee (see Note 9-Related Party Transactions), which may impact the net income of each class of common stock differently. In periods where no performance fee is recognized in our Consolidated Statements of Operations and Comprehensive Income, the net income per share will be the same for each class of common stock.

Basic and diluted net income per share for each class of common stock is computed using the weighted-average number of common shares outstanding during the period for each class of common stock. We have not issued any dilutive or potentially dilutive securities, and thus the basic and diluted net income per share for a given class of common stock is the same for each period presented.

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The following table sets forth the computation of basic and diluted net income per share for each of our Class A, Class M, Class A-I, Class M-I and Class D common stock:

	Three Months Ended March 31, 2020
	Class A			Class M			Class A-I			Class M-I			Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	(9,849	)	$	(4,172	)	$	(1,191	)	$	(2,805	)	$	(532	)
Weighted average number of common shares outstanding	91,730,904			38,847,788			11,082,858			26,124,774			4,957,915
Basic and diluted net loss per share:	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	(0.11	)
	Three Months Ended March 31, 2019
	Class A			Class M			Class A-I			Class M-I			Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	55,224		$	30,623		$	8,475		$	8,016		$	4,398
Weighted average number of common shares outstanding	72,309,548			40,085,862			11,101,704			10,488,323			5,758,783
Basic and diluted net loss per share:	$	0.76		$	0.76		$	0.76		$	0.76		$	0.76

Organization and Offering Costs

Organization and offering costs include, but are not limited to, legal, accounting, printing fees and personnel costs of our Advisor attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC, or in a private placement, and in the various states and filing fees incurred by our Advisor. LaSalle agreed to fund our organization and offering expenses for the Second Extended Public Offering until July 6, 2018, the day the registration statement was declared effective by the SEC, following which time we commenced reimbursing LaSalle over 36 months. Following the Second Extended Public Offering commencement date, we began paying directly or reimbursing LaSalle if it pays on our behalf any organization and offering costs incurred during the Second Extended Public Offering period (other than selling commissions and dealer manager fees) as and when incurred. After the termination of the Second Extended Public Offering, LaSalle has agreed to reimburse us to the extent that the organization and offering costs that we incur exceed 15% of our gross proceeds from the Second Extended Public Offering. Organization costs are expensed, whereas offering costs are recorded as a reduction of capital in excess of par value. As of March 31, 2020 and December 31, 2019, LaSalle had paid $1,714 and $1,775, respectively, of organization and offering costs on our behalf which we had not yet reimbursed. These costs are included in accrued offering costs on the Consolidated Balance Sheets.

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NOTE 7—DST PROGRAM

On October 16, 2019, we, through our operating partnership, initiated the DST Program to raise up to 500,000 in private placements through the sale of beneficial interests in specific Delaware statutory trusts (“DST”) holding DST Properties, which may be sourced from our existing portfolio or from newly acquired properties sourced from third parties. Each DST Property will be leased back by a wholly owned subsidiary of our operating partnership on a long-term basis of up to ten years pursuant to a master lease agreement. The master lease agreements are expected to be guaranteed by our operating partnership. As compensation for the master lease guarantee, our operating partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors at any time after two years from the closing of the applicable DST offering in exchange for operating partnership units or cash, at our discretion.

The sale of beneficial interests in the DST Property will be accounted for as a failed sale-leaseback transaction due to the fair market value purchase option retained by the operating partnership and as such, the property will remain on our books and records. The proceeds received from each DST offering will be accounted for as a financing obligation on the Consolidated Balance Sheets. Upfront costs incurred for services provided to the DST totaling $1,047 are accounted for as deferred loan costs and are netted against the financing obligation.

Under the master lease, we are responsible for subleasing the DST Property to tenants, for covering all costs associated with operating the underlying DST Property, and for paying base rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payments accounted for using the interest method whereby a portion is accounted for as interest expense and a portion is accounted for as a reduction of the outstanding principal balance of the financing obligation. For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on our Consolidated Statements of Operations and Comprehensive Income. The net amount we receive from the underlying DST Properties may be more or less than the amount we pay to the investors in the specific DST and could fluctuate over time.

As of as of March 31, 2020, we have sold approximately $16,707 in interests related to the DST Program.

NOTE 8—RENTALS UNDER OPERATING LEASES

We receive rental income from operating leases. The minimum future rentals from consolidated properties based on operating leases in place at March 31, 2020 are as follows:

Year	Amount
2020	$	104,452
2021	104,044
2022	90,971
2023	80,225
2024	67,949
Thereafter	228,694
Total	$	676,335

Minimum future rentals do not include amounts payable by certain tenants based upon a percentage of their gross sales or as reimbursement of property operating expenses. During the three months ended March 31, 2020, no individual tenant accounted for greater than 10% of minimum base rents.

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NOTE 9—RELATED PARTY TRANSACTIONS

Pursuant to our Advisory Agreement with LaSalle, we pay a fixed advisory fee of 1.25% of our NAV calculated daily. The Advisory Agreement allows for a performance fee to be earned for each share class based on the total return of that share class during the calendar year. The performance fee is calculated as 10% of the return in excess of 7% per annum. The term of our Advisory Agreement expires June 5, 2020, subject to an unlimited number of successive one year renewals.

Fixed advisory fees for the three months ended March 31, 2020 and 2019 were $6,578 and $5,233, respectively. There were no performance fees for the three months ended March 31, 2020 and 2019. Included in Advisor fees payable at March 31, 2020 was $2,288 of fixed fee expense. Included in Advisor fees payable for the year ended December 31, 2019 was $2,169 of fixed fee expense.

We pay Jones Lang LaSalle Americas, Inc. (“JLL Americas”), an affiliate of our Advisor, for property management, construction management, leasing, mortgage brokerage and sales brokerage services performed at various properties we own. For the three months ended March 31, 2020 and 2019, JLL Americas was paid $187 and $576, respectively, for property management and leasing services. During the three months ended March 31, 2020, we paid JLL Americas $75 in sales brokerage fees.

We pay the Dealer Manager selling commissions and dealer manager fees in connection with our offerings. For the three months ended March 31, 2020 and 2019, we paid the Dealer Manager selling commissions and dealer manager fees totaling $3,590 and $2,551, respectively. A majority of the selling commissions and dealer manager fees are reallowed to participating broker-dealers. Included in Accrued offering costs, at March 31, 2020 and December 31, 2019, were $103,796 and $93,450 of future dealer manager fees payable, respectively.

As of March 31, 2020 and December 31, 2019, we owed $1,714 and $1,775, respectively, for organization and offering costs paid by LaSalle (see Note 6-Common Stock). These costs are included in Accrued offering costs.

LaSalle Investment Management Distributors, LLC also serves as the dealer manager for the DST Program on a “best efforts” basis. Our taxable REIT subsidiary, which is a wholly owned subsidiary of our operating partnership, will pay the Dealer Manager upfront selling commissions, upfront dealer manager fees and placement fees of up to 5.0%, 1.0% and 1.0%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. All upfront selling commissions and upfront dealer manager fees are reallowed to participating broker-dealers. For the three months ending March 31, 2020, the taxable REIT subsidiary paid $663 to the Dealer Manager. In addition, the Dealer Manager may receive an ongoing investor servicing fee that is calculated daily on a continuous basis from year to year equal to 1/365th of (a) 0.25% of the total equity of each outstanding unit of beneficial interest for such day, payable by the Delaware statutory trusts; (b) 0.85% of the NAV of each outstanding Class A operating partnership unit, 0.30% of the NAV of each outstanding Class M operating partnership or 0.30% of the NAV of each outstanding Class A-I operating partnership unit for such day issued in connection with our operating partnership's fair market value purchase option, payable by our operating partnership; and (c) 0.85% of the NAV of each outstanding Class A share, 0.30% of the NAV of each outstanding Class M share or 0.30% of the NAV of each outstanding Class A-I share for such day issued in connection with the investors' redemption right, payable by us. The investor servicing fee may continue for so long as the investor in the DST Program holds beneficial interests, Class A operating partnership units or Class A shares that were issued in connection with the DST Program. No investor servicing fee will be paid on Class M-I operating partnership units or Class M-I shares. For the three months ending March 31, 2020, the Delaware statutory trust paid $4 in investor servicing fees to the Dealer Manager in connection with the DST Program.

LaSalle will also serve as the manager for the DST Program. Each Delaware statutory trust may pay the manager a management fee equal to a to-be-agreed upon percentage of the total equity of such Delaware statutory trust. For the three months ending March 31, 2020, the Delaware statutory trust paid $2 in management fees to our Advisor in connection with the DST Program.

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NOTE 10—COMMITMENTS AND CONTINGENCIES

We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of $100 per year until September 30, 2021, which will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Presley Uptown allows the unrelated third party joint venture partner, owning a 2.5% interest, to put its interest to us at a market determined value starting September 30, 2022 until September 30, 2024.

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NOTE 11—SEGMENT REPORTING

We have five reportable operating segments: apartment, industrial, office, retail and other properties. Consistent with how our chief operating decision makers evaluate performance and manage our properties, the financial information summarized below is presented by operating segment and reconciled to net income for the three months ended March 31, 2020 and 2019.

	Apartment		Industrial		Office		Retail		Other		Total
Assets as of March 31, 2020	$	812,641	$	580,202	$	285,625	$	589,522	$	22,347	$	2,290,337
Assets as of December 31, 2019	797,923		587,321		225,352		549,918		22,350		2,182,864
Three Months Ended March 31, 2020
Capital expenditures by segment	$	1,013	$	272	$	798	$	623	$	—	$	2,706
Revenues:
Rental revenue	$	16,240	$	11,992	$	6,401	$	12,215	$	69	$	46,917
Other revenue	786		108		276		122		451		1,743
Total revenues	$	17,026	$	12,100	$	6,677	$	12,337	$	520	$	48,660
Operating expenses:
Real estate taxes	$	2,898	$	2,101	$	848	$	1,591	$	103	$	7,541
Property operating expenses	4,495		979		1,203		1,874		207		8,758
Total segment operating expenses	$	7,393	$	3,080	$	2,051	$	3,465	$	310	$	16,299
Reconciliation to net income
Property general and administrative											$	2,548
Advisor fees											6,578
Company level expenses											954
Depreciation and amortization											19,056
Total operating expenses											$	45,435
Other income and (expenses):
Interest expense											$	(14,535	)
Loss from unconsolidated real estate affiliates and fund investment											(8,927		)
Income on disposition of property and extinguishment of debt											1,708
Total other income and (expenses)											$	(21,754	)
Net loss											$	(18,529	)
Reconciliation to total consolidated assets as of March 31, 2020
Assets per reportable segments											$	2,290,337
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											479,860
Total consolidated assets											$	2,770,197
Reconciliation to total consolidated assets as of December 31, 2019
Assets per reportable segments											$	2,182,864
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											348,645
Total consolidated assets											$	2,531,509

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	Apartment		Industrial		Office		Retail		Other		Total
Three Months Ended March 31, 2019
Capital expenditures by segment	$	998	$	784	$	—	$	2,030	$	16	$	3,828
Revenues:
Rental revenue	$	12,598	$	9,828	$	5,037	$	11,305	$	93	$	38,861
Other revenue	755		351		7		504		651		2,268
Total revenues	$	13,353	$	10,179	$	5,044	$	11,809	$	744	$	41,129
Operating expenses:
Real estate taxes	$	2,369	$	1,690	$	440	$	1,388	$	128	$	6,015
Property operating expenses	3,587		778		1,049		1,647		185		7,246
Total segment operating expenses	$	5,956	$	2,468	$	1,489	$	3,035	$	313	$	13,261
Reconciliation to net income
Property general and administrative											$	296
Advisor fees											5,233
Company level expenses											702
Depreciation and amortization											14,575
Total operating expenses											$	34,067
Other income and (expenses):
Interest expense											$	(9,632	)
Income from unconsolidated real estate affiliates and fund investment											2,197
Gain on disposition of property and extinguishment of debt											107,108
Total other income and (expenses)											$	99,673
Net income											$	106,735

NOTE 12—SUBSEQUENT EVENTS

On May 5, 2020, our board of directors approved a gross dividend for the second quarter of 2020 of $0.135 per share to stockholders of record as of June 24, 2020. The dividend will be paid on or around June 29, 2020. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive $0.135 per share, less applicable class-specific fees, if any.

On May 5, 2020, we renewed our Advisory Agreement for a one-year term expiring on June 5, 2021, without any other changes.

On May 6, 2020, we entered into the Third Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP (the “Third Amended LPA”). The changes to the Third Amended LPA provides unit holders with the flexibility to convert from one class of partnership units to another at a defined conversion rate based on the NAV of the classes of units.

Subsequent to March 31, 2020, the United States continues to be severely impacted by the COVID-19 pandemic and by the economic effects of government responses, such as “stay-at-home” orders and various restrictions on certain business activities, which have materially disrupted the economy. In April and May 2020, we have received a number of rent relief requests from tenants at our properties, most often in the form of rent deferral requests, as a result of COVID-19. We are evaluating each tenant rent relief request on an individual basis, considering a number of factors. We are not able to estimate the impact of the COVID-19 pandemic at this time.

*  *  *  *  *  *

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

$ in thousands, except per share amounts

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-Q is filed with the SEC. Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Form 10-Q. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2019 Form 10-K and our periodic reports filed with the SEC.

Management Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements appearing elsewhere in this Form 10-Q. All references to numbered Notes are to specific notes to our consolidated financial statements beginning on page 7 of this Form 10-Q, and the descriptions referred to are incorporated into the applicable portion of this section by reference. References to “base rent” in this Form 10-Q refer to cash payments made under the relevant lease(s), excluding real estate taxes and certain property operating expenses that are paid by us and are recoverable under the relevant lease(s) and exclude adjustments for straight-line rent revenue and above- and below-market lease amortization.

The discussions surrounding our Consolidated Properties refer to our wholly or majority owned and controlled properties, which as of March 31, 2020, were comprised of:

Apartment

• The Edge at Lafayette,

• Townlake of Coppell,

• AQ Rittenhouse,

• Lane Parke Apartments,

• Dylan Point Loma,

• The Penfield,

• 180 North Jefferson,

• Jory Trail at the Grove,

• The Reserve at Johns Creek,

• Villas at Legacy,

• Stonemeadow Farms (acquired 2019),

• Summit at San Marcos (acquired 2019), and

• Presley Uptown (acquired 2019).

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Industrial

• Kendall Distribution Center,

• Norfleet Distribution Center,

• Suwanee Distribution Center,

• South Seattle Distribution Center,

• 3325 Trinity Boulevard,

• Charlotte Distribution Center,

• DFW Distribution Center,

• O'Hare Industrial Portfolio,

• Tampa Distribution Center,

• Aurora Distribution Center,

• Valencia Industrial Portfolio,

• Pinole Point Distribution Center,

• Mason Mill Distribution Center,

• Fremont Distribution Center (acquired 2019),

• 3324 Trinity Boulevard (acquired 2019),

• Taunton Distribution Center (acquired 2019), and

• Chandler Distribution Center (acquired in 2019).

Office

• Monument IV at Worldgate,

• 140 Park Avenue,

• San Juan Medical Center,

• Genesee Plaza (acquired 2019), and

• Fountainhead Corporate Park (acquired 2020).

Retail

• The District at Howell Mill,

• Grand Lakes Marketplace,

• Oak Grove Plaza,

• Rancho Temecula Town Center,

• Skokie Commons,

• Whitestone Market,

• Maui Mall,

• Silverstone Marketplace,

• Kierland Village Center,

• Timberland Town Center,

• Montecito Marketplace, and

• Millford Crossing (acquired 2020).

Other

• South Beach Parking Garage.

Sold Properties

• 111 Sutter Street (sold in 2019), and

• 24823 Anza Drive (sold in 2020).

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Discussions surrounding our Unconsolidated Properties refer to the following properties as of March 31, 2020:

Property	Property Type
Chicago Parking Garage	Parking
NYC Retail Portfolio	Retail
Pioneer Tower	Office
The Tremont	Apartment
The Huntington	Apartment

Our primary business is the ownership and management of a diversified portfolio of apartment, industrial, office, retail and other properties primarily located in the United States. It is expected that over time our real estate portfolio will be further diversified on a global basis and will be complemented by investments in real estate-related assets.

We are managed by our Advisor, LaSalle Investment Management, Inc., a subsidiary of our Sponsor, Jones Lang LaSalle Incorporated (NYSE: JLL), a leading global financial and professional services firm that specializes in commercial real estate and investment management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we look for service providers that have a strong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of 2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor and smaller local firms.

We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment objectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the apartment, industrial, office, retail and other sectors. We expect to actively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the geographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.

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The following charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.

Estimated Percent of Fair Value as of March 31, 2020:

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Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Critical Accounting Policies

This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes during the three months ended March 31, 2020 to the items that we disclosed as our critical accounting policies and estimates under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Form 10-K.

Initial Valuations and Estimated Useful Lives or Amortization Periods for Real Estate Investments and Intangibles

These estimates are particularly important as they are used for the allocation of purchase price between building, land and other identifiable intangibles, including above, below and at-market leases. As a result, the impact of these estimates on our operations could be substantial. Significant differences in annual depreciation or amortization expense may result from the differing useful life or amortization periods related to such purchased assets and liabilities.

Impairment of Long-Lived Assets

Our estimate of the expected future cash flows used in testing for impairment is subjective and based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period, discount rates and the length of our anticipated holding period. These assumptions could differ materially from actual results. If changes in our strategy or the market conditions result in a reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. No such strategy changes or market conditions have been identified as of March 31, 2020.

Collectability of Rental Revenue

Individual leases are evaluated for collectability at each reporting period. We evaluate the collectability of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

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Properties

Properties owned at March 31, 2020 are as follows:

					Percentage Leased as of March 31, 2020
Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
Consolidated Properties:
Apartment Segment:
The Edge at Lafayette	Lafayette, LA	January 15, 2008	100%	207,000	71%
Townlake of Coppell	Coppell, TX	May 22, 2015	90	351,000	97
AQ Rittenhouse	Philadelphia, PA	July 30, 2015	100	92,000	95
Lane Parke Apartments	Mountain Brook, AL	May 26, 2016	100	263,000	95
Dylan Point Loma	San Diego, CA	August 9, 2016	100	204,000	96
The Penfield	St. Paul, MN	September 22, 2016	100	245,000	96
180 North Jefferson	Chicago, IL	December 1, 2016	100	217,000	96
Jory Trail at the Grove	Wilsonville, OR	July 14, 2017	100	315,000	94
The Reserve at Johns Creek	Johns Creek, GA	July 28, 2017	100	244,000	94
Villas at Legacy	Plano, TX	June 6, 2018	100	340,000	97
Stonemeadow Farms	Bothell, WA	May 13, 2019	100	228,000	96
Summit at San Marcos	Chandler, AZ	July 31, 2019	100	257,000	95
Presley Uptown (1)	Charlotte, NC	September 30, 2019	98	190,000	90
Industrial Segment:
Kendall Distribution Center	Atlanta, GA	June 30, 2005	100%	409,000	100%
Norfleet Distribution Center	Kansas City, MO	February 27, 2007	100	702,000	100
Suwanee Distribution Center	Suwanee, GA	June 28, 2013	100	559,000	100
South Seattle Distribution Center
3800 1st Avenue South	Seattle, WA	December 18, 2013	100	162,000	100
3844 1st Avenue South	Seattle, WA	December 18, 2013	100	101,000	100
3601 2nd Avenue South	Seattle, WA	December 18, 2013	100	60,000	100
Grand Prairie Distribution Center
3325 West Trinity Boulevard	Grand Prairie, TX	January 22, 2014	100	277,000	100
3324 West Trinity Boulevard	Grand Prairie, TX	May 31, 2019	100	145,000	100
Charlotte Distribution Center	Charlotte, NC	June 27, 2014	100	347,000	100
DFW Distribution Center
4050 Corporate Drive	Grapevine, TX	April 15, 2015	100	441,000	100
4055 Corporate Drive	Grapevine, TX	April 15, 2015	100	202,000	100
O'Hare Industrial Portfolio
200 Lewis	Wood Dale, IL	September 30, 2015	100	31,000	100
1225 Michael Drive	Wood Dale, IL	September 30, 2015	100	109,000	100
1300 Michael Drive	Wood Dale, IL	September 30, 2015	100	71,000	100
1301 Mittel Drive	Wood Dale, IL	September 30, 2015	100	53,000	100
1350 Michael Drive	Wood Dale, IL	September 30, 2015	100	56,000	100
2501 Allan Drive	Elk Grove, IL	September 30, 2015	100	198,000	100
2601 Allan Drive	Elk Grove, IL	September 30, 2015	100	124,000	100
Tampa Distribution Center	Tampa, FL	April 11, 2016	100	386,000	100
Aurora Distribution Center	Aurora, IL	May 19, 2016	100	305,000	100
Valencia Industrial Portfolio:
28150 West Harrison Parkway	Valencia, CA	June 29, 2016	100	87,000	100
28145 West Harrison Parkway	Valencia, CA	June 29, 2016	100	114,000	100
28904 Paine Avenue	Valencia, CA	June 29, 2016	100	117,000	100
25045 Tibbitts Avenue	Santa Clarita, CA	June 29, 2016	100	142,000	100

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					Percentage Leased as of March 31, 2020
Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
Pinole Point Distribution Center:
6000 Giant Road	Richmond, CA	September 8, 2016	100	225,000	100
6015 Giant Road	Richmond, CA	September 8, 2016	100	252,000	100
6025 Giant Road	Richmond, CA	December 29, 2016	100	41,000	100
Mason Mill Distribution Center	Buford, GA	December 20, 2017	100	340,000	100
Fremont Distribution Center
45275 Northport Court	Fremont, CA	March 29, 2019	100	117,000	100
45630 Northport Loop East	Fremont, CA	March 29, 2019	100	120,000	100
Taunton Distribution Center	Taunton, MA	August 23, 2019	100	200,000	70
Chandler Distribution Center
1725 East Germann Road	Chandler, AZ	December 5, 2019	100	122,000	100
1825 East Germann Road	Chandler, AZ	December 5, 2019	100	89,000	100
Office Segment:
Monument IV at Worldgate	Herndon, VA	August 27, 2004	100%	228,000	100%
140 Park Avenue	Florham Park, NJ	December 21, 2015	100	100,000	100
San Juan Medical Center	San Juan Capistrano, CA	April 1, 2016	100	40,000	97
Genesee Plaza
9333 Genesee Ave	San Diego, CA	July 2, 2019	100	80,000	89
9339 Genesee Ave	San Diego, CA	July 2, 2019	100	81,000	75
Fountainhead Corporate Park
Fountainhead Corporate Park I	Tempe, AZ	February 6, 2020	100	167,000	87
Fountainhead Corporate Park II	Tempe, AZ	February 6, 2020	100	128,000	84
Retail Segment:
The District at Howell Mill (1)	Atlanta, GA	June 15, 2007	88%	306,000	96%
Grand Lakes Marketplace (1)	Katy, TX	September 17, 2013	90	131,000	98
Oak Grove Plaza	Sachse, TX	January 17, 2014	100	120,000	94
Rancho Temecula Town Center	Temecula, CA	June 16, 2014	100	165,000	99
Skokie Commons	Skokie, IL	May 15, 2015	100	97,000	98
Whitestone Market	Austin, TX	September 30, 2015	100	145,000	99
Maui Mall	Kahului, HI	December 22, 2015	100	235,000	87
Silverstone Marketplace	Scottsdale, AZ	July 27, 2016	100	78,000	90
Kierland Village Center	Scottsdale, AZ	September 30, 2016	100	118,000	94
Timberland Town Center	Beaverton, OR	September 30, 2016	100	92,000	96
Montecito Marketplace	Las Vegas, NV	August 8, 2017	100	190,000	96
Milford Crossing	Milford, MA	January 29, 2020	100	159,000	99
Other Segment:
South Beach Parking Garage (2)	Miami Beach, FL	January 28, 2014	100%	130,000	N/A
Unconsolidated Properties:
Chicago Parking Garage (3)	Chicago, IL	December 23, 2014	100%	167,000	N/A
NYC Retail Portfolio (4)	NY/NJ	December 8, 2015	14	1,938,000	91%
Pioneer Tower (5)	Portland, OR	June 28, 2016	100	296,000	70
The Tremont (1)	Burlington, MA	July 19, 2018	75	175,000	95
The Huntington (1)	Burlington, MA	July 19, 2018	75	115,000	97

________

(1) We own a majority interest in the joint venture that owns a fee simple interest in this property.

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(2) The parking garage contains 343 stalls. This property is owned leasehold.

(3) We own a condominium interest in the building that contains a 366 stall parking garage.

(4) We own an approximate 14% interest in a portfolio of eight urban infill retail properties located in the greater New York City area.

(5) We own a condominium interest in the building that contains a 17 story multi-tenant office property.

Operating Statistics

We generally hold investments in properties with high occupancy rates leased to quality tenants under long-term, non-cancelable leases. We believe these leases are beneficial to achieving our investment objectives. The following table shows our operating statistics by property type for our consolidated properties as of March 31, 2020:

	Number of Properties	Total Area (Sq Ft)	% of Total Area		Occupancy %		Average Minimum Base Rent per Occupied Sq Ft (1)
Apartment	13	3,154,000	25	%	94	%	$	22.00
Industrial	33	6,705,000	53		99		5.79
Office	7	829,000	7		92		31.66
Retail	12	1,834,000	14		95		20.89
Other	1	130,000	1		N/A		N/A
Total	66	12,652,000	100	%	97	%	$	13.53

________

(1) Amount calculated as in-place minimum base rent for all occupied space at March 31, 2020 and excludes any straight line rents, tenant recoveries and percentage rent revenues.

As of March 31, 2020, our average effective annual rent per square foot, calculated as average minimum base rent per occupied square foot less tenant concessions and allowances, was $13.42 for our consolidated properties.

Recent Events and Outlook

COVID-19 Business Outlook

The outbreak of COVID-19 was declared by the World Health Organization as a global health emergency on January 30, 2020 and then as a pandemic in March 2020. COVID-19 has impacted global financial markets, severely restricted international trade and travel, disrupted business operations (in part or in their entirety) and negatively impacted most investment asset classes including real estate. The ongoing outbreak and corollary response could have a material adverse impact on our financial condition and results of operations. The severity of the impact brought on by these disruptions will be different across property types and markets but could have serious negative impacts on all real estate depending on the longer-term economic effects of COVID-19.

Rent Collections

COVID-19 had a minimal impact to the first quarter of 2020 as rent is paid at the beginning of the month and we collected our normal amounts of rent. As of the date of this filing, we collected approximately 85% of our April rents. We have received requests for rent relief from 193 commercial tenants and 88 residential tenants representing approximately 21% of our monthly revenue. To date, we have granted rent relief for 47 tenants representing approximately 4% of our monthly revenue. We expect to recover the unpaid rent from a significant number of these tenants over a longer period of time or to extend their leases to cover the lost rent revenue. We also expect our credit losses to increase significantly during the second quarter when compared to our recent operating history. We seek to balance the immediate financial interest of our stockholders against being a responsible corporate citizen and the interests of our tenants. We believe that this strategy will also allow us to protect the long-term value of our portfolio, which is in the best interests of our stockholders.

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Apartment Segment

Our apartment segment is 33% of our portfolio, made up of 15 investments representing a fair market value of approximately $967,000 as of March 31, 2020. In previous downturns the apartment segment has proven to be one of the more resilient segments of the real estate market. Our primary strategy has been investing in garden-style, suburban apartments in highly-rated school districts, which we believe will perform relatively well versus other property sectors. In addition, our apartments are typically geared toward a more affluent and salaried tenant base, as opposed to hourly, service sector workers who have experienced a disproportionate share of the recent job losses. We also expect that certain of our tenants may benefit from federal unemployment insurance per the Coronavirus Aid, Relief and Economic Security Act (the CARES Act). We would expect cash flow to be negatively impacted in the near-term in the form of incremental credit losses as some tenants do not pay rent, but should rebound when normalized economic activity resumes. Future rent growth may also be negatively impacted over the near-term. Our one student-oriented apartment property will be negatively impacted given uncertainties around fall semester 2020 enrollment, although it represents only 0.5% of our portfolio.

Industrial Segment

Our industrial segment is 25% of our portfolio, made up of 33 buildings representing a fair market value of approximately $750,000 as of March 31, 2020. The industrial segment is expected to be a long-term beneficiary from the pandemic as the secular shift toward e-commerce is spurring increased demand and companies will have a desire to maintain more inventory in the future than they did pre-COVID-19. In the short term this segment will have its share of tenants who were forced to close their businesses due to government orders and will seek rent relief for some period of time. Future rent growth is expected to be negatively impacted by the shut down.

Office Segment

Our office segment is 15% of our portfolio, made up of eight properties representing a fair market value of approximately $452,000 as of March 31, 2020. Our office segment is made up of four traditional office properties and four medical office properties. We have chosen to underweight the traditional office segment due to its cash flow volatility. We are focused more on the medical office segment which often provides stability during economic downturns due to its occupancy by necessary medical professionals. With many traditional office closures around the country, and closure of some non-essential medical providers, we expect rent relief requests from many tenants who have had their businesses disrupted from the shutdown. Future rent growth and lease-up time for vacancies are expected to be negatively impacted by the shut down.

Grocery-Anchored Retail Segment

Our grocery-anchored retail segment is 26% of our portfolio, made up of 20 properties representing a fair market value of approximately $786,000 as of March 31, 2020. Grocers, pharmacies and take-out/delivery restaurants are open and showing increased sales activity in the current environment. Service-oriented operations such as gyms, theaters, and full-service restaurants are closed in most markets due to government orders. We anticipate many of our non-grocer retail tenants will request rent relief for some period of time, and a percentage of tenants who were struggling before the shutdown, may never reopen for business. Rent growth and lease-up time for vacancies are expected to be negatively impacted.

Other Segment

Our other segment is made up of two parking garages which is 1% of our portfolio, representing a fair market value of approximately $32,000 as of March 31, 2020. Parking garages have been negatively impacted by the shutdown as office workers, shoppers and tourists have been practically non-existent due to the shut down. As the economy begins to open up, fears of contracting COVID-19 from public transportation or ride sharing may drive additional traffic to parking garages.

Capital Markets

We have suspended all acquisition activity underway before the shut down to preserve capital, maintain our strong liquidity position and to take advantage of more attractive investment opportunities that may evolve post-COVID-19. We expensed approximately $2,000 of due diligence costs associated with acquisitions in process prior to the shutdown. Industry wide, transaction activity has come to nearly a complete stop as investors and their consultants are unable to visit properties and prospective sellers have withdrawn properties from the market. Debt markets are uncertain and challenging. Lower interest rates are being partially offset by higher credit spreads, and loan proceeds are lower than pre-COVID financings as lenders have revised underwriting requirements. We have negligible near-term debt maturities with only one mortgage loan maturing in 2020 for $19,100 and one in 2021 for $22,800: both of which we expect to repay from cash on hand or borrowings on our Credit Facility.

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Distribution of Common Stock

We have retained LaSalle Investment Management Distributors, LLC (the “Dealer Manager”) to distribute shares of our common stock in our Second Extended Public Offering on a best efforts basis. Proceeds from the sales of our common stock are one of the sources of cash used for our short and longer-term liquidity and capital needs. The Dealer Manager, has established a network of broker-dealers and registered investment advisors (the “Distribution Partners”) to offer our common stock to their clients. A number of these Distribution Partners have informed us and the Dealer Manager that they are temporarily suspending sales of public non-traded REITs to their clients, including our common stock, as a result of the impact that COVID-19 is having on the economy and real estate markets.  We are not able to anticipate whether other Distribution Partners may suspend sales of non-traded REITs, including our common stock, or for how long such restrictions may remain in effect.

Credit Facility

Our $400,000 Credit Facility, made up of a $300,000 Revolving Line of Credit maturing in 2021 and $100,000 Term Loan maturing in 2023, has two, 12-month extension options at our discretion. We are in compliance with our debt covenants as of March 31, 2020. We expect to maintain compliance with our debt covenants, but it is possible we may need to seek a waiver in the future related to short-term impacts to our coverage ratio requirements due to tenant rent relief requests. There can be no guarantee that we would receive such a waiver.

Liquidity

At March 31, 2020, we had in excess of $250,000 of cash on hand and $100,000 of capacity under our Revolving Credit Facility. For the remainder of the year, we expect to utilize our cash on hand to fund repurchases of our shares, fund quarterly distributions and repay our one mortgage loan maturity.

Share Repurchase Plan

During the first quarter of 2020, we repurchased $93,164 of our common stock pursuant to our Share Repurchase Plan which had a quarterly limit of $101,345.  The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter.  The limit for the second quarter of 2020 is $103,518.  We believe the volume of share repurchase requests for the quarter was larger than our historical experience given the significant volatility across all asset classes in the quarter coupled with the growing concerns regarding COVID-19 and its near- and longer-term impacts on the U.S economy. Given the repurchase requests we have received as of the date of this filing, we believe that it is likely that we will reach the second quarter repurchase limitation prior to the end of the quarter. We are not obligated to repurchase any shares of our common stock and may choose to only repurchase some, or even none, of the shares requested to be repurchased.  Our board of directors has the right to modify or suspend the share repurchase plan if it deems such action to be in the best interest of our stockholders.  Should repurchase requests, in the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on stockholders whose shares are not repurchased or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the best interests of our company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased or none at all.

Impairments

At March 31, 2020, we had no impairments on any of our properties. It is reasonably possible that within the next twelve months, we could recognize impairment charges if we experience adverse changes in our investments and properties and their results of operations and financial conditions deteriorate including further impacts of the COVID-19 pandemic.

Fair Value of Assets and Liabilities

We account for our approximate 14% investment in the NYC Retail Portfolio using the fair value option. The eight properties we own interests in were closed for a substantial amount of time during March and continue to be closed due to the shutdown, except for the grocers and a few other essential retailers. During the three months ended March 31, 2020, we recorded an unrealized fair value loss of $8,736 related to this investment. Our interest rate swaps resulted in an unrealized fair value loss of $6,437 as interest rates fell during the quarter. We utilize our interest rate swaps to fix interest rates on variable rate debt we plan to hold to maturity.

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General Company and Market Commentary

On July 6, 2018, the SEC declared our Second Extended Public Offering effective registering up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. The per share purchase price varies from day to day and, on each day, equals our NAV per share for each class of common stock, plus, for Class A and Class A-I shares, applicable selling commissions. The Dealer Manager is distributing shares of our common stock in our Second Extended Public Offering. We intend to primarily use the net proceeds from the offering, after we pay the fees and expenses attributable to the offerings and our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.

On March 3, 2015, we commenced a private offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our private offering will be used for the same corporate purposes as the proceeds from the First Extended Public Offering.

On October 16, 2019, through our operating partnership, we initiated the DST Program to raise up to $500,000, which our

board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act

through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding DST Properties, which may be sourced from our real properties or from third parties.

Over the past six years we have acquired 81 properties (all of these consistent with our investment strategy), sold 37 non-strategic properties, reduced our Company leverage ratio, decreased our average interest rate on debt, and increased cash reserves and Company-wide liquidity, while also providing cash flow to our stockholders through our regular quarterly dividend payments.

Capital Raised and Use of Proceeds

As of March 31, 2020, we raised gross proceeds of over $2,236,000 from our offerings and private share sales since 2012. We used these proceeds along with proceeds from mortgage debt to acquire approximately $2,636,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $527,000 and repurchase shares of our common stock for approximately $606,000.

Property Acquisitions

On January 29, 2020, we acquired Millford Crossing, a grocery-anchored retail center located in Milford, Massachusetts, for approximately $42,000. The acquisition was funded with cash on hand.

On February 6, 2020, we acquired Fountainhead Corporate Park, a 300,000 square foot, two-building Class A office portfolio comprised of two six-story buildings located in the Phoenix, Arizona submarket of Tempe for approximately $61,500. The acquisition was funded with cash on hand.

Property Dispositions

On March 27, 2020, we sold 24823 Anza Drive within the Valencia Distribution Portfolio for approximately $5,600 less leasing costs. We recorded a gain on the sale of the property in the amount of $1,724.

Stock Repurchases

For the three months ended March 31, 2020, we repurchased $93,164 of shares of our common stock through the share repurchase plan.

Financing

We repaid mortgage notes payable related to Townlake of Coppell in the amounts of $28,418.

On March 31, 2020, we entered into a $35,900 mortgage payable on Summit at San Marcos. The interest-only mortgage note bears an interest rate of 3.28% and matures on April 1, 2030.

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Subsequent Events

On May 5, 2020, our board of directors approved a gross dividend for the second quarter of 2020 of $0.135 per share to stockholders of record as of June 24, 2020. The dividend will be paid on or around June 29, 2020. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive $0.135 per share, less applicable class-specific fees, if any.

On May 5, 2020, we renewed our Advisory Agreement for a one-year term expiring on June 5, 2021, without any other changes.

On May 6, 2020, the Company entered into the Third Amended LPA. The changes to the Third Amended LPA provides unit holders with the flexibility to convert from one class of partnership units to another at a defined conversion rate based on the NAV of the classes of units.

Investment Objectives and Strategy

Our primary investment objectives are:

• to generate an attractive level of current income for distribution to our stockholders;

• to preserve and protect our stockholders' capital investments;

• to achieve appreciation of our NAV over time; and

• to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.

We cannot ensure that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy enables us to provide our stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.

We believe that our broadly diversified portfolio benefits our stockholders by providing:

• diversification of sources of income;

• access to attractive real estate opportunities currently in the United States and, over time, around the world; and

• exposure to a return profile that should have lower correlations with other investments.

Since real estate markets are often cyclical in nature, our strategy allows us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”

We will leverage LaSalle's broad commercial real estate research and strategy platform and resources to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe has the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.

Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefor shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors but do not require notice to or the vote of stockholders.

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We seek to invest:

• up to 95% of our assets in properties;

• up to 25% of our assets in real estate-related assets; and

• up to 15% of our assets in cash, cash equivalents and other short-term investments.

Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.

We expect to maintain a targeted Company leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted Company leverage ratio. Our Company leverage ratio was 37% as of March 31, 2020.

2020 Key Initiatives

Our short-term initiatives for 2020 are to address the challenges being presented by COVID-19. During 2020, we intend to use capital raised from our public and private offerings and the DST Program to balance between repurchasing stock under our share repurchase plan, paying down debt, fund quarterly distributions, property cash needs including capital projects and taking advantage of market dislocation to make new accretive acquisitions that will further our investment objectives and align with our investment strategy. Likely acquisition candidates may include well-located, well-leased apartment properties, industrial properties and medical office properties. We will also attempt to further our geographic diversification. We will use debt financing to take advantage of the current favorable interest rate environment, while looking to keep the Company leverage ratio in the 30% to 50% range in the near term. We also intend to use our Revolving Line of Credit to allow us to efficiently manage our cash flows.

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Results of Operations

General

Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating expenses. Our expenses primarily relate to the costs of operating and financing the properties. Our share of the net income or net loss from our unconsolidated real estate affiliates is included in income from unconsolidated affiliates and fund investments. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of the entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property, which are apartment, industrial, office, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.

Properties acquired or sold during any of the periods presented are presented within the recent acquisitions and sold properties line until the property has been owned for all periods presented. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as either acquired or sold in the Management Overview section above. Properties owned for the three months ended March 31, 2020 and 2019 are referred to as our comparable properties.

Results of Operations for the Three Months EndedMarch 31, 2020 and 2019

Revenues

The following chart sets forth revenues by reportable segment for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		$  Change			% Change
Revenues:
Rental revenue
Apartment	$	12,851	$	12,598	$	253		2.0	%
Industrial	9,768		9,798		(30		)	(0.3	)
Office	3,544		3,418		126			3.7
Retail	11,614		11,305		309			2.7
Other	69		94		(25		)	(26.6	)
Comparable properties total	$	37,846	$	37,213	$	633		1.7	%
Recent acquisitions and sold properties	9,071		1,646		7,425			451.1
Total rental revenue	$	46,917	$	38,859	$	8,058		20.7	%
Other revenue
Apartment	$	657	$	755	$	(98	)	(13.0	)%
Industrial	108		351		(243		)	(69.2	)
Office	22		4		18			450.0
Retail	83		505		(422		)	(83.6	)
Other	451		649		(198		)	(30.5	)
Comparable properties total	$	1,321	$	2,264	$	(943	)	(41.7	)%
Recent acquisitions and sold properties	422		6		416			6,933
Total other revenue	$	1,743	$	2,270	$	(527	)	(23.2	)%
Total revenues	$	48,660	$	41,129	$	7,531		18.3	%

Rental revenues at comparable properties were increased for the three months ended March 31, 2020 as compared to the same period in 2019. The increase within our retail segment was primarily from new leases commencing at The District at Howell Mill, resulting in approximately $625 of additional rental revenue. Increases in rental revenue from new leases signed at Kendall Distribution Center and Valencia Industrial Portfolio and a lease renewed at DFW Industrial Portfolio resulting in an increase in rental revenue of $398, $290 and $95, respectively, was offset by a reduction in straight line revenue previously recorded in the amount of $890 at Norfleet Distribution Center due to uncertainty of future collectibility.

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Other revenues relate mainly to parking and nonrecurring revenue such as termination fees. Other revenue at comparable properties decreased by $943 for the three months ended March 31, 2020 as compared to the same period in 2019. The decrease is primarily related to approximately $700 of lower termination fees collected during the three months ended March 31, 2020 as compared to the same period in 2019 across all segments as well as lower parking revenue of $198 at South Beach Parking Garage primarily due to parking operations effected during the month of March 2020 resulting from reduced travel and a shelter in place order placed on the city of Miami.

Operating Expenses

The following chart sets forth real estate taxes and property operating expenses by reportable segment, for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		$  Change			% Change
Operating expenses:
Real estate taxes
Apartment	$	2,456	$	2,369	$	87		3.7	%
Industrial	1,728		1,687		41			2.4
Office	357		323		34			10.5
Retail	1,526		1,388		138			9.9
Other	103		127		(24		)	(18.9	)
Comparable properties total	$	6,170	$	5,894	$	276		4.7	%
Recent acquisitions and sold properties	1,371		120		1,251			1,043
Total real estate taxes	$	7,541	$	6,014	$	1,527		25.4	%
Property operating expenses
Apartment	$	3,578	$	3,588	$	(10	)	(0.3	)%
Industrial	747		778		(31		)	(4.0	)
Office	497		487		10			2.1
Retail	1,822		1,647		175			10.6
Other	207		183		24			13.1
Comparable properties total	$	6,851	$	6,683	$	168		2.5	%
Recent acquisitions and sold properties	1,907		561		1,346			239.9
Total property operating expenses	$	8,758	$	7,244	$	1,514		20.9	%
Total operating expenses	$	16,299	$	13,258	$	3,041		22.9	%

Real estate taxes at comparable properties increased by $276 for the three months ended March 31, 2020 as compared to the same period in 2019. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estates taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases. The increase is primarily related to a large increase at The District at Howell Mill resulting in higher real estate tax expense of $108 during the three months ended March 31, 2020.

Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties increased$168 for the three months ended March 31, 2020 as compared to the same period in 2019. Within our retail segment, several properties experienced increases in repairs and maintenance and utilities expenses.

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The following chart sets forth expenses not directly related to the operations of the reportable segments for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019			$  Change		%  Change
Property general and administrative	$	2,548		$	296		$	2,252	760.8	%
Advisor fees	6,578			5,233			1,345		25.7
Company level expenses	954			702			252		35.9
Depreciation and amortization	19,056			14,575			4,481		30.7
Interest expense	14,535			9,632			4,903		50.9
Loss (income) from unconsolidated affiliates and fund investments	8,927			(2,197		)	11,124		(506.3	)
Gain on disposition of property and extinguishment of debt, net	(1,708		)	(107,108		)	105,400		(98.4	)
Total expenses	$	50,890		$	(78,867	)	$	129,757	(164.5	)%

Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses increased during the three months ended March 31, 2020 as compared to the same period in 2019 due to expenses incurred on unsuccessful acquisitions.

Advisor fees relate to the fixed advisory and performance fees earned by the Advisor. Fixed fees increase or decrease based on changes in our NAV, which is primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, and in such years our Advisor will receive 10% of the excess total return above the 7% threshold. The increase in advisor fees of $1,345 for the three months ended March 31, 2020 as compared to the same period of 2019 is related to the increase in our NAV attributable to capital raised over the past year.

Company level expenses relate mainly to our compliance and administration related costs. The increase of $252 in company level expenses for the three months ended March 31, 2020 is primarily related to timing of stock compensation issued to our board of directors and increased professional service fees.

Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. The increase of $4,481 in depreciation and amortization expense for the three months ended March 31, 2020 as compared to the same period in 2019 was primarily related to the acquisition of new properties.

Interest expense increased by $4,903 for the three months ended March 31, 2020 as compared to the same period in 2019 primarily as a result of a $4,410 decrease in the fair value of our interest rate swaps during the three months ended March 31, 2020 as compared to the same period of 2019 as well as approximately $500 of increased interest expense from a new mortgage note payable on Summit at San Marcos and increased borrowings on our Credit Facility.

Loss (income) from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont and The Huntington as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio. During the three months ended March 31, 2020, we recorded a $8,736 decrease in the fair value of our investment in the NYC Retail Portfolio related to the impact COVID-19 had on the investment as compared to an $1,320 increase in the fair value during the same period of 2018.

Gain on disposition of property and extinguishment of debt of in 2020 relates to the sale of 24823 Anza Drive and early payoff of the mortgage note payable on Townlake of Coppell. The gain on disposition of property and extinguishment of debt in 2019 related to the sale and payoff the mortgage note of 111 Sutter Street.

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Funds From Operations

Consistent with real estate industry and investment community preferences, we consider funds from operations ("FFO") as a supplemental measure of the operating performance for a real estate investment trust and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) attributable to the Company (computed in accordance with GAAP), excluding gains or losses from cumulative effects of accounting changes, extraordinary items, impairment write-downs of depreciable real estate and sales of properties, plus real estate related depreciation and amortization and after adjustments for these items related to noncontrolling interests and unconsolidated affiliates.

FFO does not give effect to real estate depreciation and amortization because these amounts are computed to allocate the cost of a property over its useful life. We also use Adjusted FFO ("AFFO") as a supplemental measure of operating performance. We define AFFO as FFO adjusted for straight-line rental income, amortization of above- and below-market leases, amortization of net discount on assumed debt, gains or losses on the extinguishment and modification of debt, performance fees based on the investment returns on shares of our common stock and acquisition expenses. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO and AFFO provide investors with an additional view of our operating performance.

In order to provide a better understanding of the relationship between FFO, AFFO and GAAP net income, the most directly comparable GAAP financial reporting measure, we have provided reconciliations of GAAP net income attributable to Jones Lang LaSalle Income Property Trust, Inc. to FFO, and FFO to AFFO. FFO and AFFO do not represent cash flow from operating activities in accordance with GAAP, should not be considered alternatives to GAAP net income and are not measures of liquidity or indicators of the Company's ability to make cash distributions. We believe that to more comprehensively understand our operating performance, FFO and AFFO should be considered along with the reported net income attributable to Jones Lang LaSalle Income Property Trust, Inc. and our cash flows in accordance with GAAP, as presented in our consolidated financial statements. Our presentations of FFO and AFFO are not necessarily comparable to the similarly titled measures of other REITs due to the fact that not all REITs use the same definitions.

The following table presents a reconciliation of the most comparable GAAP amount of net income attributable to Jones Lang LaSalle Income Property Trust, Inc. to NAREIT FFO for the periods presented:

Reconciliation of GAAP net income to NAREIT FFO	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders (1)	$	(18,549	)	$	106,736
Real estate depreciation and amortization (1)	21,269			16,844
Gain on disposition of property and unrealized loss (gain) on investment in unconsolidated real estate affiliate (1)	7,089			(108,428		)
NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	9,809		$	15,152
Weighted average shares outstanding, basic and diluted	172,744,239			139,744,220
NAREIT FFO per share, basic and diluted	$	0.06		$	0.11

________

(1) Excludes amounts attributable to noncontrolling interests and includes our ownership share of both consolidated properties and unconsolidated real estate affiliates.

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We believe AFFO is useful to investors because it provides supplemental information regarding the performance of our portfolio over time.

The following table presents a reconciliation of NAREIT FFO to AFFO for the periods presented:

Reconciliation of NAREIT FFO to AFFO	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	9,809		$	15,152
Straight-line rental income (1)	268			(523		)
Amortization of above- and below-market leases (1)	(624		)	(666		)
Amortization of net discount on assumed debt (1)	(27		)	66
Loss (gain) on derivative instruments and extinguishment or modification of debt (1)	6,306			2,190
Adjustment for investment accounted for under the fair value option (2)	651			256
Acquisition expenses	2,032			—
AFFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	18,415		$	16,475
Weighted average shares outstanding, basic and diluted	172,744,239			139,744,220
AFFO per share, basic and diluted	$	0.11		$	0.12

________

(1) Excludes amounts attributable to noncontrolling interests and includes our ownership share of both consolidated properties and unconsolidated real estate affiliates.

(2) Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio.

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NAV as of March 31, 2020

The following table provides a breakdown of the major components of our NAV as of March 31, 2020:

	March 31, 2020
Component of NAV	Class A Shares			Class M Shares			Class A-I Shares			Class M-I Shares			Class D Shares			Total
Real estate investments (1)	$	1,564,988		$	643,947		$	177,962		$	479,283		$	84,422		$	2,950,602
Debt	(607,608		)	(250,013		)	(69,094		)	(186,082		)	(32,777		)	(1,145,574		)
Other assets and liabilities, net	140,735			57,909			16,004			43,101			7,592			265,341
Estimated enterprise value premium	None assumed			None assumed			None assumed			None assumed			None assumed			None assumed
NAV	$	1,098,115		$	451,843		$	124,872		$	336,302		$	59,237		$	2,070,369
Number of outstanding shares	91,983,850			37,779,496			10,432,175			28,106,764			4,957,915
NAV per share	$	11.94		$	11.96		$	11.97		$	11.97		$	11.95

________

(1) The value of our real estate investments was greater than the historical cost by 3.4% as of March 31, 2020.

The following table provides a breakdown of the major components of our NAV as of December 31, 2019:

	December 31, 2019
Component of NAV	Class A Shares			Class M Shares			Class A-I Shares			Class M-I Shares			Class D Shares			Total
Real estate investments (1)	$	1,552,723		$	689,964		$	197,282		$	399,430		$	87,543		$	2,926,942
Debt	(509,806		)	(226,536		)	(64,774		)	(131,145		)	(28,743		)	(961,004		)
Other assets and liabilities, net	32,375			14,386			4,114			8,328			1,825			61,028
Estimated enterprise value premium	None assumed			None assumed			None assumed			None assumed			None assumed			None assumed
NAV	$	1,075,292		$	477,814		$	136,622		$	276,613		$	60,625		$	2,026,966
Number of outstanding shares	88,007,721			39,036,770			11,153,567			22,589,599			4,957,915
NAV per share	$	12.22		$	12.24		$	12.25		$	12.25		$	12.23

________

(1) The value of our real estate investments was greater than the historical cost by 9.4% as of December 31, 2019.

The decrease in NAV per share from December 31, 2019 to March 31, 2020, was related to a net decrease of 1.3% in the value of our portfolio. Property operations for the three months ended March 31, 2020 had an insignificant impact on NAV as dividends declared offset property operations for the period. Our NAV for the different share classes is reduced by normal and recurring class-specific fees and offering and organization costs.

The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of March 31, 2020:

	Apartment		Industrial		Office		Retail		Other (1)		Total Company
Exit capitalization rate	5.21	%	5.52	%	5.56	%	5.55	%	6.25	%	5.45	%
Discount rate/internal rate of return (IRR)	6.46		6.13		6.31		6.30		7.90		6.32
Annual market rent growth rate	3.12		3.01		2.93		2.65		3.13		2.93
Holding period (years)	10.00		10.00		10.00		10.00		22.77		10.14

________

(1) Other includes two standalone parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.

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The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of December 31, 2019:

	Apartment		Industrial		Office		Retail		Other (1)		Total Company
Exit capitalization rate	5.21	%	5.53	%	5.56	%	5.56	%	6.25	%	5.45	%
Discount rate/internal rate of return (IRR)	6.46		6.14		6.31		6.30		7.89		6.33
Annual market rent growth rate	3.10		3.02		2.93		3.02		3.30		3.03
Holding period (years)	10.00		10.00		10.00		10.00		21.95		10.16

________

(1) Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease, the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.

While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our real estate investment value:

Input		March 31, 2020		December 31, 2019
Discount Rate - weighted average	0.25% increase	(2.0	)%	(2.0	)%
Exit Capitalization Rate - weighted average	0.25% increase	(2.8	)	(2.8	)
Annual market rent growth rate - weighted average	0.25% decrease	(1.5	)	(1.5	)

The fair value of our mortgage notes and other debt payable was estimated to be approximately $7,417 lower and $21,360 higher than the carrying values at March 31, 2020 and December 31, 2019, respectively. The NAV per share would have decreased and increased by $0.04 and $0.19 per share at March 31, 2020 and December 31, 2019, respectively, if we were to have included the fair value of our mortgage notes and other debt payable in our methodology to determine NAV.

The selling commission and dealer manager fee are offering costs and will be recorded as a reduction of capital in excess of par value. Selling commissions are paid on the date of sale of our common stock. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock. For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Dealer manager fees payable are included in accrued offering costs on our Consolidated Balance Sheets.  Dealer manager fees payable as of March 31, 2020 and December 31, 2019 were $103,796 and $93,450, respectively.

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The following table reconciles stockholders' equity per our Consolidated Balance Sheet to our NAV:

	March 31, 2020
Stockholders' equity under GAAP	$	1,530,760
Adjustments:
Accrued dealer manager fees (1)	101,232
Organization and offering costs (2)	365
Unrealized real estate appreciation (3)	127,997
Accumulated depreciation, amortization and other (4)	310,015
NAV	$	2,070,369

________

(1) Accrued dealer manager fees represents the accrual for future dealer manager fees for Class A, Class M and Class A-I shares. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock as an offering cost.  For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee.

(2) The Advisor advanced organization and offering costs on our behalf through July 6, 2018. Such costs are reimbursed to the Advisor ratably over 36 months through July 5, 2021. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For NAV, such costs are recognized as a reduction to NAV ratably over 36 months.

(3) Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. As such, any increases in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.

(4) We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we make other fair value adjustments to our NAV to account for differences with historical cost GAAP: an example would be straight-line rent revenue.

Limitations and Risks

As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Our valuation methodology may not result in the determination of the fair value of our net assets as our mortgage notes and other debt payable are valued at cost. Different parties with different assumptions and estimates could derive a different NAV per share. Accordingly, with respect to our NAV per share, we can provide no assurance that:

• a stockholder would be able to realize this NAV per share upon attempting to resell his or her shares;

• we would be able to achieve for our stockholders the NAV per share upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio or merging with another company; or

• the NAV per share, or the methodologies relied upon to estimate the NAV per share, will be found by any regulatory authority to comply with any regulatory requirements.

Furthermore, the NAV per share was calculated as of a particular point in time. The NAV per share will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities and attributes specific to the properties and leases within our portfolio.

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Liquidity and Capital Resources

Our primary uses and sources of cash are as follows:

Uses		Sources
Short-term liquidity and capital needs such as:		•	Operating cash flow, including the receipt of distributions of our share of cash flow produced by our unconsolidated real estate affiliates and fund investment
•	Interest payments on debt
•	Distributions to stockholders	•	Proceeds from secured loans collateralized by individual properties
•	Fees payable to our Advisor
•	Minor improvements made to individual properties that are not recoverable through expense recoveries or common area maintenance charges to tenants	•	Proceeds from our Revolving Line of Credit
		•	Sales of our shares
•	General and administrative costs	•	Sales of real estate investments
•	Costs associated with capital raising in our continuous public offering, private offering and DST Program	•	Proceeds from our private offering
•	Other Company level expenses	•	Draws from lender escrow accounts
•	Lender escrow accounts for real estate taxes, insurance, and capital expenditures	•	Sales of beneficial interests in the DST Program
•	Fees payable to our Dealer Manager
Longer-term liquidity and capital needs such as:
•	Acquisitions of new real estate investments
•	Expansion of existing properties
•	Tenant improvements and leasing commissions
•	Debt repayment requirements, including both principal and interest
•	Repurchases of our shares pursuant to our share repurchase plan
•	Fees payable to our Advisor
•	Fees payable to our Dealer Manager

The sources and uses of cash for the three months ended March 31, 2020 and 2019 were as follows:

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019			$ Change
Net cash provided by operating activities	$	17,743		$	11,849		$	5,894
Net cash (used in) provided by investing activities	(99,430		)	164,092			(263,522		)
Net cash provided by (used in) financing activities	248,981			(118,071		)	367,052

Net cash provided by operating activities increased by $5,894 for the three months ended March 31, 2020 as compared to the same period in 2019. The increase in cash from operating activities is primarily from operations of our 14 property acquisitions during 2019 and 2020.

Net cash (used in) provided by investing activities decreased by $263,522 for the three months ended March 31, 2020 as compared to the same period in 2019. The decrease was primarily related to cash received from the sale of 111 Sutter Street in the first quarter of 2019. The decrease was also related to cash used to acquire new properties during the three months ended March 31, 2020 as compared to the same period in 2019.

Net cash provided by (used in) financing activities increased by $367,052 for the three months ended March 31, 2020 as compared to the same period in 2019. The change is primarily related to an increase in net debt proceeds totaling $358,213 during the three months ended March 31, 2020 as compared to the same period in 2019 resulting from draws on our Credit Facility in 2020. The increase was also related to cash received from increases in stock subscriptions of $92,994 during the three months ended March 31, 2020 as compared to the same period in 2019.

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Financing

We have relied primarily on fixed-rate financing, locking in what were favorable spreads between real estate income yields and mortgage interest rates and have tried to maintain a balanced schedule of debt maturities. We also use interest rate derivatives to manage our exposure to interest rate movements on our variable rate debt. The following consolidated debt table provides information on the outstanding principal balances and the weighted average interest rates at March 31, 2020 and December 31, 2019:

	Consolidated Debt
	March 31, 2020				December 31, 2019
	Principal Balance		Weighted Average Interest Rate		Principal Balance		Weighted Average Interest Rate
Fixed	$	899,350	3.66	%	$	843,135	3.64	%
Variable	150,000		2.16		—		—
Total	$	1,049,350	3.44	%	$	843,135	3.64	%

Covenants

At March 31, 2020, we were in compliance with all debt covenants.

Other Sources

On July 6, 2018, our Second Extended Public Offering registration statement was declared effective with the SEC (Commission File No. 333-222533) to register up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each three-year offering period, subject to regulatory approval. We intend to use the net proceeds from the Second Extended Public Offering, which are not used to pay the fees and other expenses attributable to our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) repay indebtedness incurred under various financing instruments and (3) fund repurchases under our share repurchase plan.

On March 3, 2015, we commenced the Follow-on Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our Follow-on Private Offering will be used for the same corporate purposes as the proceeds of our First Extended Public Offering. We will reserve the right to terminate the Follow-on Private Offering at any time and to extend the Follow-on Private Offering term to the extent permissible under applicable law.

On October 16, 2019, through our operating partnership, we initiated the DST Program to raise up to $500,000, which our board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding real properties, which may be sourced from our real properties or from third parties.

Contractual Cash Obligations and Commitments

From time to time, we enter into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of $100 per year until September 30, 2021 and these payments will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Presley Uptown allows the unrelated third party joint venture partner, owning a 2.5% interest, to put its interest to us at a market determined value starting September 30, 2022 until September 30, 2024.

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Off Balance Sheet Arrangements

At March 31, 2020, we had approximately $110 in an outstanding letter of credit that is not reflected on our balance sheet. We have no other off balance sheet arrangements.

Distributions to Stockholders

To remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of ordinary taxable income to stockholders.

The following factors, among others, will affect operating cash flow and, accordingly, influence the decisions of our board of directors regarding distributions:

• scheduled increases in base rents of existing leases;

• changes in minimum base rents and/or overage rents attributable to replacement of existing leases with new or renewal leases;

• changes in occupancy rates at existing properties and procurement of leases for newly acquired or developed properties;

• necessary capital improvement expenditures or debt repayments at existing properties;

• ability of our tenants to pay rent as a result of the impact of COVID-19 on their financial condition; and

• our share of distributions of operating cash flow generated by the unconsolidated real estate affiliates, less management costs and debt service on additional loans that have been or will be incurred.

We anticipate that operating cash flow, cash on hand, proceeds from dispositions of real estate investments or refinancings will provide adequate liquidity to conduct our operations, fund general and administrative expenses, fund operating costs and interest payments and allow distributions to our stockholders in accordance with the REIT qualification requirements of the Internal Revenue Code of 1986, as amended.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to market risk associated with changes in interest rates in terms of our variable-rate debt and the price of new fixed-rate debt for refinancing of existing debt. We manage our interest rate risk exposure by obtaining fixed-rate loans where possible as well as by entering into interest rate cap and swap agreements. As of March 31, 2020, we had consolidated debt of $1,049,350. Including the $5,951 net debt discount on assumed debt and debt issuance costs, we have consolidated debt of $1,043,399 at March 31, 2020. We also entered into interest rate swap agreements on $212,800 of debt, which cap the LIBOR rate at between 1.0% and 2.6%.

We are subject to interest rate risk with respect to our fixed-rate financing in that changes in interest rates will impact the fair value of our fixed-rate financing. To determine fair market value, the fixed-rate debt is discounted at a rate based on an estimate of current lending rates, assuming the debt is outstanding through maturity and considering the collateral. At March 31, 2020, the fair value of our consolidated debt was estimated to be $10,958 lower than the carrying value of $1,049,350. If treasury rates were 0.25% higher at March 31, 2020, the fair value of our consolidated debt would have been $21,105 lower than the carrying value. A 0.25% movement in the interest rate on the $150,000 of variable-rate debt would have resulted in a $500 annualized increase or decrease in consolidated interest expense and cash flow from operating activities.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on management’s evaluation as of March 31, 2020, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

Item 1A. Risk Factors.

The most significant risk factors applicable to the Company are described in Item 1A to our 2019 Form 10-K. The following risk factors supplement the risk factors contained in our 2019 Form 10-K:

The continuing spread of a new strain of coronavirus, which causes the viral disease known as COVID-19, may adversely affect our investments and operations.

The World Health Organization has declared COVID-19 a pandemic, the Health and Human Services Secretary has declared a public health emergency in the United States in response to the outbreak and the President of the United States has declared the COVID-19 outbreak a national emergency. Considerable uncertainty still surrounds COVID-19 and its potential effects, and the extent of and effectiveness of any responses taken on a national and local level. COVID-19 is expected to result in a world-wide economic downturn that will lead to corporate bankruptcies in the most affected industries and has already led to a substantial increase in unemployment.

As a result of our property investments being located in the United States, COVID-19 will impact our properties and operating results to the extent that its continued spread within the United States reduces occupancy, increases the cost of operation or results in limited hours of operation or necessitates the closure of such properties. In addition, quarantines, states of emergencies and other measures taken to curb the spread of COVID-19 may negatively impact the ability of such properties to continue to obtain necessary goods and services or provide adequate staffing, which may also adversely affect our properties and operating results. With respect to our retail properties, individual stores and shopping centers have been, and may continue to be, closed for an extended period of time or only open certain hours of the day. Our retail, office and industrial properties may be negatively impacted by tenant bankruptcies and defaults. Our multifamily properties may be impacted by declining household incomes and wealth and resulting delinquencies or vacancies.

The economic downturn resulting from COVID-19 could negatively impact our investments and operations, as well as our ability to make distributions to stockholders.  The extent to which COVID-19 impacts our investments and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19 or treat it, among others.

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Our NAV per share may suddenly change if the appraised values of our properties materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.

Each of our properties will be appraised at least once per quarter and, under normal circumstances, will not be appraised more frequently than once per quarter. Properties may be valued more frequently than quarterly if our advisor or independent valuation advisor believes that the value of such property has changed materially since the most recent quarterly valuation. As such, when these appraisals are reflected in our NAV calculation, there may be a sudden change in our NAV per share for each class of our common stock. These changes in a property’s value may be as a result of property-specific events or as a result of more general changes to real estate values resulting from local, national or global economic changes, including as a result of the COVID-19 pandemic. We accrue estimated income and expenses on a daily basis based on our budgets. On an ongoing basis, we adjust the income and expenses we accrued to reflect the income and expenses actually earned and incurred. As a result, actual operating results may differ from what we originally budgeted, which may cause a sudden increase or decrease in the NAV per share amounts. We do not retroactively adjust the NAV per share of each class for each day. Therefore, because the actual results from operations may be better or worse than what we previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of our common stock to increase or decrease, and such increase or decrease will occur on the day the adjustment is made.

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

From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, an unexpected termination or renewal of a material lease, a material change in vacancies or an unanticipated structural or environmental event at a property may cause the value of a property to change materially. The NAV per share of each class of our common stock as published on any given day may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable, including as a result of economic fallout from the COVID-19 pandemic. As a result, the NAV per share of each class published after the announcement of a material event may differ significantly from our actual NAV per share for such class until such time as the financial impact is quantified and our NAV is appropriately adjusted in accordance with our valuation guidelines. The resulting potential disparity in our NAV may inure to the benefit of stockholders whose shares are repurchased or new stockholders, depending on whether our published NAV per share for such class is overstated or understated.

In addition, our independent valuation advisor has informed us that its appraisals will now contain a disclosure that because the impact of COVID-19 on the commercial real estate market is rapidly evolving, the future impacts of COVID-19 are not known at this time and will depend on many factors.  Although the independent valuation advisor has adjusted the appraisal conclusions to the extent the independent valuation advisor believes to be appropriate in light of material events such as the COVID-19 outbreak, the independent valuation advisor’s assumptions may differ from other parties’.  As a result, the property appraisals we receive from our independent valuation advisor may not fully take into account the rapid changes to the value of properties resulting from COVID-19 and the price per share paid by new investors may be higher than the actual value of our common stock.

Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.

We are subject to risks generally incident to the ownership of real estate investments, including changes in global, national, regional or local economic, demographic and real estate market conditions, as well as other factors particular to the locations of our investments. The recent COVID-19 pandemic is expected to continue to have a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. A recession could adversely impact our investments as a result of, among other items, increased tenant defaults under our leases, lower demand for rentable space, as well as potential oversupply of rentable space, each of which could lead to increased concessions, tenant improvement expenditures or reduced rental rates to maintain occupancies. These conditions could also adversely impact the financial condition of the tenants that occupy our real properties and, as a result, their ability to pay us rents.

To the extent that a general economic slowdown is prolonged or becomes more severe or real estate fundamentals deteriorate, it may have a significant and adverse impact on the values of our assets, revenues, results from operations, financial condition, liquidity, overall business prospects and ultimately our ability to pay distributions to our stockholders.

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Any market deterioration may cause the future value of our real estate investments to decline.

If the current economic or real estate environment were to worsen in the markets where our properties are located, our NAV per share of our common stock may experience more volatility or decline as a result. The fallout from the ongoing COVID-19 pandemic is uncertain and is expected to have a significant negative impact on the real estate market. Volatility in the fair value and operating performance of commercial real estate has made estimating cash flows from our real estate investments difficult, since such estimates are dependent upon our judgment regarding numerous factors, including, but not limited to, current and potential future refinancing availability, fluctuations in regional or local real estate values and fluctuations in regional or local rental or occupancy rates, real estate tax rates and other operating expenses.

We cannot assure our stockholders that we will not have to realize or record impairment charges, or experience disruptions in cash flows and/or permanent losses related to our real estate investments or decreases in our NAV per share of our common stock in future periods. In addition, to the extent that volatile markets persist, these conditions could adversely impact our ability to potentially sell our real estate investments at a price and with terms acceptable to us or at all.

Shares of our common stock are offered on a “best efforts” basis, and if we are unable to raise substantial funds, we will be limited in the number and type of investments we may make with the offering proceeds, which could negatively impact a stockholders’ investment.

Shares of our common stock are offered on a “best efforts” basis, whereby the broker-dealers and registered investment advisors participating in the offering are only required to use their best efforts to sell shares of our common stock, have no firm commitment or obligation to purchase any of the shares of our common stock available in the offering, and may at any time suspend or restrict the purchase of the shares of our common stock for any or no reason. If we are unable to raise substantial funds, our fixed operating expenses as a percentage of gross income could increase, and our financial condition and ability to pay distributions could be adversely affected.

Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.

Economic events affecting the U.S. and global economies, such as the general negative performance of the real estate sector, and the turbulence in the stock market related to the COVID-19 pandemic, could cause our stockholders to seek to have us repurchase their shares pursuant to our share repurchase plan. Our share repurchase plan limits the amount of funds we may use for repurchases during each calendar quarter to 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter. Even if we are able to satisfy all resulting repurchase requests, our cash flow could be materially adversely affected. In addition, if we determine to sell assets to satisfy repurchase requests, our ability to achieve our investment objectives, including, without limitation, diversification of our portfolio by property type and location, moderate financial leverage, conservative operating risk and an attractive level of current income, could be adversely affected.

Economic events that may cause the broker-dealers participating in the offering of shares of our common stock to suspend or restrict the purchase of our shares of common stock may materially adversely affect our cash flow and our ability to achieve our investment objectives.

Economic events affecting the U.S. and global economies, such as the general negative performance of the real estate sector, and the turbulence in the stock market related to the COVID-19 pandemic, could cause the broker-dealers participating in the offering of shares of our common stock to suspend or restrict the purchase of our shares of common stock. Depending on the number or size of the participating broker-dealers taking this action, our cash flow could be materially adversely affected. In addition, our ability to achieve our investment objectives, including, without limitation, diversification of our portfolio by property type and location, moderate financial leverage, conservative operating risk and an attractive level of current income, could be adversely affected.

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We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology or other business interruption could harm our business.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information of tenants and lease data. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential tenant information, such as individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, there is no guarantee that our security measures will be able to prevent the systems’ improper functioning, or the improper disclosure of personally identifiable information such as in the event of cyber attacks. Security breaches include physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches. To date, we have seen no material impact on our business or operations from these attacks or events. Any future significant compromise or breach on our data security could create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect us. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs.

Other disruptive events, including, but not limited to, natural disasters and public health or pandemic crises (such as COVID-19), may adversely affect our ability to conduct business. Such adverse effects may include the inability of our advisor’s employees, or the employees of its affiliates and other service providers, to perform their responsibilities as a result of any such event. Such disruptions to our business operations can result in significant operational issues.

We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.

The success of our investments depends on the financial stability of our tenants, any of whom may experience a change in their business at any time, including as a result of global economic events, natural disasters and public health or pandemic crises. Our tenants may delay lease commencements, decline to extend or renew their leases upon expiration, fail to make rental payments when due, or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases, or expiration of existing leases without renewal, and the loss of rental income attributable to the terminated or expired leases. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment and re-letting our property. If significant leases are terminated or defaulted upon, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. In addition, significant expenditures, such as mortgage payments, real estate taxes and insurance and maintenance costs, are generally fixed and do not decrease when revenues at the related property decrease.

The occurrence of any of the situations described above, particularly if it involves one of our significant tenants, could seriously harm our operating performance. If any of these significant tenants were to default on its lease obligation(s) to us or not extend current leases as they mature, our results of operations and ability to pay distributions to our stockholders could be adversely affected. The revenues generated by the properties these tenants occupy are substantially dependent upon the financial condition of these tenants and, accordingly, any event of bankruptcy, insolvency, or a general downturn in the business of any of these tenants may result in the failure or delay of such tenant’s rental payments, which may have a substantial adverse effect on our operating performance.

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Our operating results are affected by economic and regulatory changes that impact the real estate market in general.

Real estate historically has experienced significant fluctuations and cycles in value that have resulted in changes in the value of properties. Real estate will continue to be subject to such fluctuations and cycles in value in the future that may negatively impact the value of our properties. The value of our properties will depend on many factors beyond our control. The value of our properties depends upon our ability to operate our properties in a manner sufficient to maintain or increase revenues in excess of operating expenses and debt service. The values of our properties may be adversely affected by:

• changes in national or international economic conditions;

• the cyclicality of real estate;

• changes in local market conditions due to changes in general or local economic conditions and neighborhood characteristics;

• the financial condition of tenants, buyers and sellers of properties;

• acts of God, earthquakes, hurricanes, climate change and other natural disasters, acts of war, acts of terrorism (any of which may result in uninsured losses), epidemics and pandemics such as the COVID-19 pandemic;

• competition from other properties offering the same or similar services;

• changes in interest rates and in the availability, cost and terms of mortgage debt;

• access to capital;

• the impact of present or future environmental legislation and compliance with environmental laws;

• the ongoing need for capital improvements (particularly in older structures);

• changes in real estate tax rates and other operating expenses;

• adverse changes in governmental rules and fiscal policies;

• civil unrest;

• adverse changes in zoning laws; and

• other factors that are beyond our control.

All of these factors are beyond our control. Any negative changes in these factors could affect our ability to meet our obligations and pay distributions to stockholders.

Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.

The U.S. and global credit markets have historically experienced severe dislocations and liquidity disruptions, which caused volatility in the credit spreads on prospective debt financings and constrained the availability of debt financing due to the reluctance of lenders to offer financing at high leverage ratios. Renewed uncertainty in the credit markets, including as a result of global economic events, natural disasters and public health or pandemic crises, may adversely impact our ability to access additional debt financing on reasonable terms or at all, which may adversely affect investment returns on future acquisitions or our ability to make acquisitions.

If mortgage debt is unavailable on reasonable terms as a result of increased interest rates, increased credit spreads, decreased liquidity or other factors, we may not be able to finance the initial purchase of properties. In addition, when we incur mortgage debt on properties, we run the risk of being unable to refinance such debt upon maturity, or of being unable to refinance on favorable terms. As of December 31, 2019, we had approximately $743,000 in aggregate outstanding mortgage notes payable, which had maturity dates through March 1, 2054.

If interest rates are higher or other financing terms, such as principal amortization, the need for a corporate guaranty, or other terms are not as favorable when we refinance debt or issue new debt, our income could be reduced. To the extent we are unable to refinance debt on reasonable terms, or at appropriate times or at all, we may be required to sell properties on terms that are not advantageous to us, or could result in the foreclosure of such properties. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by borrowing more money.

50

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Our share repurchase plan limits repurchases during any calendar quarter to shares with an aggregate value (based on the repurchase price per share on the day the repurchase is effected) of 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter, which means that in any 12-month period, we limit repurchases to approximately 20% of our total NAV. If the quarterly volume limitation is reached on or before the third business day of a calendar quarter, repurchase requests during the next quarter will be satisfied on a stockholder by stockholder basis, which we refer to as a “per stockholder allocation,” instead of a first-come, first-served basis. Pursuant to the per stockholder allocation, each of our stockholders would be allowed to request repurchase at any time during such quarter of a total number of shares not to exceed 5% of the shares of common stock the stockholder held as of the end of the prior quarter. The per stockholder allocation requirement will remain in effect for each succeeding quarter for which the total repurchases for the immediately preceding quarter exceeded four percent of our NAV on the last business day of such preceding quarter. If total repurchases during a quarter for which the per stockholder allocation applies are equal to or less than four percent of our NAV on the last business day of such preceding quarter, then repurchases will again be first-come, first-served for the next succeeding quarter and each quarter thereafter.

During the three months ended March 31, 2020, we repurchased 7,598,597 shares of common stock under the share repurchase plan.

Period	Total Number of Shares Redeemed	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Pursuant to the Program (1)
January 1 - January 31, 2020	841,051	$	12.24	841,051	—
February 1 - February 29, 2020	793,029	12.28		793,029	—
March 1 - March 31, 2020	5,964,517	12.26		5,964,517	—
Total	7,598,597	$	12.26	7,598,597	—

________

(1)     Redemptions are limited as described above. 

Unregistered Sales of Equity Securities

On March 3, 2015, we commenced the Follow-on Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. No Class D shares were issued during the three months ended March 31, 2020.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

51

Item 6. Exhibits.

Exhibit No.	Description
10.13*	Third Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP, dated May 6, 2020, among JLLIPT Holdings GP, LLC, Jones Lang LaSalle Income Property Trust, Inc. and the other limited partners party thereto from time to time.
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	Definition Linkbase Document
101.LAB*	XBRL Labels Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

__________

*    Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, Jones Lang LaSalle Income Property Trust, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
Date:	May 8, 2020	By:	/s/ C. Allan Swaringen
			C. Allan Swaringen
			President, Chief Executive Officer

			JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
Date:	May 8, 2020	By:	/s/ Gregory A. Falk
			Gregory A. Falk
			Chief Financial Officer and Treasurer

53

EX-10.13

Exhibit 10.13

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

JLLIPT HOLDINGS LP

A DELAWARE LIMITED PARTNERSHIP

MAY 6, 2020

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP, THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

1

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS 1

1.1. Definitions    1

1.2. Interpretation    11

ARTICLE 2 PARTNERSHIP FORMATION AND IDENTIFICATION 11

2.1. Formation    11

2.2. Name    11

2.3. Principal Office and Registered Agent    12

2.4. Partners    12

2.5. Term and Dissolution    12

2.6. Filing of Certificate and Perfection of Limited Partnership    12

2.7. Certificates Representing Partnership Units    12

2.8. Partnership Interests Are Securities    12

ARTICLE 3 PURPOSE AND BUSINESS OF THE PARTNERSHIP 13

3.1. Purpose and Business    13

3.2. Representations and Warranties of the Partners    14

ARTICLE 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS 15

4.1. Capital Contributions    15

i

4.2. Class A Units, Class A-I Units, Class M Units, Class M-I Units and Class D Units    16

4.3. Additional Capital Contributions and Issuances of Additional Partnership Interests    16

4.4. Additional Funding    18

4.5. Capital Accounts    18

4.6. Percentage Interests    19

4.7. No Interest on Contributions    19

4.8. Return of Capital Contributions    19

4.9. No Third Party Beneficiary    19

4.10. No Preemptive Rights    19

ARTICLE 5 PROFITS AND LOSSES; DISTRIBUTIONS 20

5.1. Allocation of Profit and Loss    20

5.2. Distribution of Cash    24

5.3. REIT Distribution Requirements    25

5.4. No Right to Distributions in Kind    25

5.5. Limitations on Return of Capital Contributions    25

5.6. Amendments to Reflect Additional Partnership Units    25

5.7. Restricted Distributions    25

5.8. Distributions Upon Liquidation    25

5.9. Substantial Economic Effect    26

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5.10. Reinvestment    26

ARTICLE 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER 27

6.1. Management of the Partnership    27

6.2. Delegation of Authority    31

6.3. Indemnification and Exculpation of Indemnitees    31

6.4. Liability and Obligations of the General Partner    33

6.5. Reimbursement of General Partner and Initial Limited Partner    35

6.6. Outside Activities    35

6.7. Transactions With Affiliates    36

6.8. Title to Partnership Assets    36

6.9. Other Matters Concerning the General Partner    37

6.10. No Duplication of Fees or Expenses    37

6.11. Reliance by Third Parties    37

6.12. Repurchases and Exchanges of REIT Shares    37

ARTICLE 7 CHANGES IN GENERAL PARTNER AND INITIAL LIMITED PARTNER 38

7.1. Transfer of the General Partner’s Partnership Interest    38

7.2. Admission of a Substitute or Additional General Partner    38

7.3. Removal of a General Partner    39

7.4. Restriction on Termination Transactions    39

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ARTICLE 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 40

8.1. Management of the Partnership    40

8.2. Power of Attorney    40

8.3. Limitation on Liability of Limited Partners    41

8.4. Ownership by Limited Partner of General Partner or Affiliate    42

8.5. Redemption Right    42

8.6. Conversion Election    44

8.7. Outside Activities of Limited Partners    45

ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 45

9.1. Purchase for Investment    45

9.2. Restrictions on Transfer of Limited Partnership Interests    46

9.3. Admission of Substitute Limited Partner    47

9.4. Rights of Assignees of Partnership Interests    48

9.5. Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner    48

9.6. Joint Ownership of Interests    49

ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 49

10.1. Books and Records    49

10.2. Custody of Partnership Funds; Bank Accounts    49

10.3. Fiscal and Taxable Year    49

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10.4. Annual Tax Information and Report    49

10.5. Tax Elections; Special Basis Adjustments    50

10.6. Reports to Limited Partners    51

ARTICLE 11 DISSOLUTION, LIQUIDATION AND TERMINATION 51

11.1. Dissolution    51

11.2. Winding Up    52

11.3. Deemed Contribution and Distribution    53

11.4. Rights of Holders    54

11.5. Notice of Dissolution    54

11.6. Cancellation of Certificate of Limited Partnership    54

11.7. Reasonable Time for Winding-Up    54

ARTICLE 12 PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENT OF AGREEMENT; MEETINGS 54

12.1. Procedures of Actions and Consents of Partners Notices    54

12.2. Amendment    55

12.3. Actions and Consents of the Partners    57

ARTICLE 13 GENERAL PROVISIONS 58

13.1. Notices    58

13.2. Survival of Rights    58

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13.3. Additional Documents    58

13.4. Severability    58

13.5. Entire Agreement    58

13.6. Pronouns and Plurals    58

13.7. Headings    59

13.8. Counterparts    59

13.9. Governing Law    59

13.10. Limitation to Preserve REIT Status.    59

13.11. No Partition    60

13.12. No Rights as Shareholders    60

EXHIBITS

EXHIBIT A – Notice of Exercise of Redemption Right

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

JLLIPT HOLDINGS LP

This Third Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP (this “Agreement”) is entered into as of May 6, 2020, by and among JLLIPT Holdings GP, LLC, a Delaware limited liability company, as the General Partner, Jones Lang LaSalle Income Property Trust, Inc, a Maryland corporation, as the Initial Limited Partner, and the other Limited Partners party hereto from time to time. This Agreement shall supersede and replace the Second Amended Agreement (defined below).

RECITALS:

WHEREAS, JLLIPT Holdings, LLC was formed on March 10, 2005 as a limited liability company under the laws of the State of Delaware and converted from a limited liability company to a limited partnership on March 27, 2017;

WHEREAS, the Partnership was previously governed by that certain amended and restated limited partnership agreement, by and between Jones Lang LaSalle Income Property Trust, Inc., as a limited partner of the Partnership, and JLLIPT Holdings GP, LLC, as the general partner of the Partnership, effective as of April 1, 2018 (the “First Amended Agreement”), which First Amended Agreement was later amended and restated pursuant to the Second Amended and Restated Limited Partnership Agreement dated October 16, 2019 (the “Second Amended Agreement”);

WHEREAS, in accordance with the authority granted to the General Partner to amend the Second Amended Agreement pursuant to Section 12.2(3) and (4) thereof without the consent of any Limited Partner, the General Partner desires to amend and restate the Seconded Amended Agreement to reflect the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1DEFINED TERMS

1.1.Definitions. The following defined terms used in this Agreement shall have the meanings specified below:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, or any successor statute thereto.

“Additional Funds” has the meaning set forth in Section 4.4.

“Additional Securities” means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.5) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.3(a)(ii).

“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership and its Subsidiaries, (ii) those administrative costs and expenses of the General Partner and Initial Limited Partner, including any salaries or other payments to directors, officers or employees of the General Partner or the Initial Limited Partner, and any accounting and legal expenses of the General Partner or Initial Limited Partner, which expenses are expenses of the Partnership and not the General Partner or Initial Limited Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner or Initial Limited Partner that are attributable to assets that are not owned directly or indirectly by the Partnership.

“Advisor” means the Person appointed, employed or contracted with by the Initial Limited Partner and the Partnership and responsible for directing or performing the day-to-day business affairs of the Initial Limited Partner and the Partnership, including any Person to whom the Advisor subcontracts all or substantially all of such functions.

“Advisory Agreement” means the agreement between the Initial Limited Partner, the Partnership and the Advisor pursuant to which the Advisor will direct or perform the day-to-day business affairs of the Initial Limited Partner and the Partnership, as such agreement may be amended or renewed from time to time.

“Advisory Fees” means the fees payable to the Advisor pursuant to the Advisory Agreement.

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding with the power to vote 10% of more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person, including any partnership in which such Person is a general partner; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts an executive officer, director, trustee or general partner.

“Aggregate Share Ownership Limit” has the meaning set forth in the Articles of Incorporation.

“Agreed Value” means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner.

“Agreement” means this Second Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.

“Applicable Percentage” has the meaning provided in Section 8.5(b).

“Articles of Incorporation” means the Second Articles of Amendment and Restatement of the Initial Limited Partner filed with the Maryland State Department of Assessments and Taxation on September 27, 2012, as amended by the First Articles of Amendment filed with the Maryland State Department of Assessments and Taxation on May 9, 2013, as supplemented by the Articles Supplementary filed with the Maryland State Department of Assessments and Taxation on June 5, 2014, as further amended by the Second Articles of Amendment filed with the Maryland State Department of Assessments and Taxation on July 23, 2015, as further amended or supplemented from time to time.

“Assignee” means a Person to whom a Partnership Interest has been Transferred in a manner permitted under this Agreement, but who has not yet become a Substitute Limited Partner, and who has the rights set forth in Section 9.4 hereof.

“Attorney in Fact” has the meaning set forth in Section 8.2 hereof.

“Capital Account” has the meaning provided in Section 4.5.

“Capital Contribution” means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash or cash equivalents) contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

“Carrying Value” means, with respect to any asset of the Partnership, the asset’s adjusted net basis for federal income tax purposes or, in the case of any asset contributed to the Partnership, the fair market value of such asset at the time of contribution, reduced by any amounts attributable to the inclusion of liabilities in basis pursuant to Section 752 of the Code, except that the Carrying Values of all assets may, at the discretion of the General Partner, be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for in Section 4.5. In the case of any asset of the Partnership that has a Carrying Value that differs from its adjusted tax basis, the Carrying Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the definition of Profit and Loss rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.

“Cash Amount” means an amount of cash per Partnership Unit equal to the applicable Redemption Price determined by the General Partner.

“Certificate” means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by any of the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

“Class” means a class of REIT Shares or Partnership Units, as the context may require.

“Class A REIT Shares” means the REIT Shares referred to as “Class A” shares in the Articles of Incorporation.

“Class A Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class A Unit as provided in this Agreement.

“Class A-I REIT Shares” means the REIT Shares referred to as “Class A-I” shares in the Articles of Incorporation.

“Class A-I Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class A-I Unit as provided in this Agreement.

“Class D REIT Shares” means the REIT Shares referred to as “Class D” shares in the Articles of Incorporation.

“Class D Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D Unit as provided in this Agreement.

“Class M REIT Shares” means the REIT Shares referred to as “Class M” shares in the Articles of Incorporation.

“Class M Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class M Unit as provided in this Agreement.

“Class M-I REIT Shares” means the REIT Shares referred to as “Class M-I” shares in the Articles of Incorporation.

“Class M-I Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class M-I Unit as provided in this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Share Ownership Limit” shall have the meaning set forth in the Articles of Incorporation.

“Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for the Class of Partnership Unit being converted and the denominator of which is the Net Asset Value Per Unit for the Class of Partnership Unit being issued in such conversion.

“Debt” means, as to any Person, as of any date of determination: (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; (iii) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (iv) lease obligations of such Person that, in accordance with generally accepted accounting principles, should be capitalized.

“Deemed Reinvested Amount” means, with respect to any given Partnership Record Date, (A) the amount of distributions made by the Initial Limited Partner that are reinvested in REIT Shares issued by the Initial Limited Partner pursuant to the Initial Limited Partner’s distribution reinvestment plan, multiplied by (B) a fraction, the numerator of which is the aggregate Net Asset Value of all Partnership Units outstanding on such Partnership Record Date, and the denominator of which is the Value of all REIT Shares outstanding on such Partnership Record Date.

“Director” has the meaning set forth in the Articles of Incorporation.

“DRIP” shall have the meaning set forth in Section 5.10.

“DRIP Participant” shall have the meaning set forth in Section 5.10.

“DST Properties” means any real properties that meet the following criteria: (i) Delaware statutory trust beneficial interests in such properties have been sold by the Initial Limited Partner or any Affiliate of the Initial Limited Partner to third-party investors and (ii) such properties are being leased by the Initial Limited Partner or any Affiliate of the Initial Limited Partner from the Delaware statutory trust.

“Event of Bankruptcy” as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“Excepted Holder Limit” has the meaning set forth in the Articles of Incorporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“Final Adjustment” has the meaning set forth in Section 10.5(c)(ii) hereof.

“General Partner” means JLLIPT Holdings GP, LLC, a Delaware limited liability company, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner, in such Person’s capacity as a General Partner of the Partnership.

“General Partnership Interest” means any Partnership Interest held by the General Partner, other than any Partnership Interest it holds as a Limited Partner.

“Holder” means either (a) a Partner or (b) an Assignee owning a Partnership Interest.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of its status as the General Partner, Initial Limited Partner, or a director, officer or employee of the General Partner, Initial Limited Partner or the Partnership, (ii) the Advisor, and (iii) such other Persons (including Affiliates of the General Partner, Initial Limited Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

“Initial Limited Partner” means Jones Lang LaSalle Income Property Trust, Inc., a Maryland corporation, in its capacity as a Limited Partner.

“Joint Venture” means any joint venture or partnership arrangement (other than the Partnership) in which the Partnership or any of its Subsidiaries is a co-venturer or partner established to acquire Real Properties.

“Limited Partner” means the General Partner in its capacity as a Limited Partner, the Initial Limited Partner, and any other Person identified as Limited Partner on the books and records of the Partnership, upon the execution and delivery by such Person of an additional limited partner signature page, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“Limited Partnership Interest” means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act. A Limited Partnership Interest may be expressed as a number of Partnership Units.

“Liquidating Event” has the meaning set forth in Section 11.1 hereof.

“Liquidator” has the meaning set forth in Section 11.2(a) hereof.

“Listing” means the listing of the shares of the Initial Limited Partner’s common stock on a national securities exchange. Upon such Listing, the shares shall be deemed “Listed.”

“Loss” has the meaning provided in Section 5.1(d).

“Net Asset Value” means (i) for any Partnership Units, the net asset value of such Partnership Units, determined as of the end of each business day as described in the Prospectus and (ii) for any REIT Shares, the net asset value of such REIT Shares, determined as of the end of each business day as described in the Prospectus.

“Net Asset Value Per Unit” means, for each Class of Partnership Unit, the net asset value per unit of such Class of Partnership Unit, determined as of the end of each business day as described in the Prospectus.

“Net Asset Value Per REIT Share” means, for each Class of REIT Shares, the net asset value per share of such Class of REIT Shares, determined as of the end of each business day as described in the Prospectus.

“Notice of Redemption” means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit A.

“Offer” has the meaning set forth in Section 7.1(b)(ii).

“Offering” means the offering and sale of securities, including without limitation REIT Shares, Units, or interests in a Delaware statutory trust.

“Partner” means any General Partner or Limited Partner.

“Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each Partner’s nonrecourse debt (as defined in Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Regulations Section 1.752-1(a)(2)) determined in accordance with Regulations Section 1.704-2(i)(3).

“Partnership” means JLLIPT Holdings LP, a Delaware limited partnership.

“Partnership Interest” means an ownership interest in the Partnership held by a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

“Partnership Minimum Gain” has the meaning specified in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Partnership Record Date” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2, which record date shall be the same as the record date established by the Initial Limited Partner for a distribution to its stockholders of some or all of its portion of such distribution.

“Partnership Register” has the meaning set forth in Section 4.1 hereof.

“Partnership Representative” has the meaning described in Section 10.5(a).

“Partnership Unit” means a fractional, undivided share of the Partnership Interests (other than the General Partnership Interest) of all Partners issued hereunder, including Class A Units, Class A-I Units, Class M Units, Class M-I Units and Class D Units. The allocation of Partnership Units of each Class among the Partners shall be maintained on the books and records of the Partnership.

“Partnership Year” means the fiscal year of the Partnership.

“Percentage Interest” means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a Partner by the total number of Partnership Units then outstanding. The Percentage Interest of each Partner shall be maintained on the books and records of the Partnership.

“Person” means an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other legal entity.

“Profit” has the meaning provided in Section 5.1(d) hereof.

“Property” means any Real Property, Real Estate Related Assets or other investment in which the Partnership holds an ownership interest.

“Prospectus” means the prospectus included in the most recent effective registration statement filed by the Initial Limited Partner with the Commission with respect to the applicable Offering, as such prospectus may be amended or supplemented from time to time.

“Publicly Traded” means having common equity securities listed or admitted to trading on any U.S. national securities exchange.

“Real Estate Related Assets” means any investments (other than investments in Real Property), directly or indirectly, by the Partnership in interests related to real property of whatever nature, including, but not limited to (i) mortgage, mezzanine, bridge and other loans on Real Property, (ii) equity securities or interests in corporations, limited liability companies, partnerships and other joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant-in-common interests, participating mortgages, convertible mortgages or other debt instruments convertible into equity interests in real property by the terms thereof, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate, and (iii) debt securities such as collateralized mortgage backed securities, commercial mortgages and other debt securities.

“Real Property” means real property owned from time to time by the Partnership or a subsidiary thereof, either directly or through Joint Ventures, which consists of (i) land only, (ii) land, including the buildings located thereon, (iii) buildings only or (iv) such investments the Initial Limited Partner and the Advisor mutually designate as Real Property to the extent such investments could be classified as Real Property. DST Properties shall also be deemed Real Property for purposes of this definition.

“Redemption” has the meaning set forth in Section 8.5 hereof.

“Redemption Price” means the Value of the REIT Shares Amount as of the end of the Specified Redemption Date.

“Redemption Right” has the meaning provided in Section 8.5(a).

“Regulations” means the federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

“Regulatory Allocations” has the meaning set forth in Section 5.1(f).

“REIT” means a real estate investment trust as defined pursuant to Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts.

“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the Initial Limited Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes of this defined term, be included within the definition of Initial Limited Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the Initial Limited Partner or service providers to the Initial Limited Partner (including service providers affiliated with the Advisor), (ii) costs and expenses relating to any public offering and registration of securities by the Initial Limited Partner and all filings, statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, any stockholder servicing fees, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses relating to any private offering of securities by the Initial Limited Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, any stockholder servicing fees, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iv) costs and expenses associated with any repurchase of any securities by the Initial Limited Partner, (v) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the Initial Limited Partner under federal, state or local laws or regulations, including filings with the Commission, (vi) costs and expenses associated with compliance by the Initial Limited Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vii) the management fee payable to the Advisor under the Advisory Agreement and other fees and expenses payable to other services providers of the Initial Limited Partner, (viii) costs and expenses incurred by the Initial Limited Partner relating to any issuing or redemption of Partnership Interests and/or REIT Shares, and (ix) all other operating or administrative costs of the Initial Limited Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

“REIT Payment” has the meaning set forth in Section 13.10 hereof.

“REIT Requirements” means the requirements for qualifying as a REIT under the Code and Regulations.

“REIT Share” means a share of common stock of the Initial Limited Partner (or successor entity, as the case may be), including Class A REIT Shares, Class A-I REIT Shares, Class M REIT Shares, Class M-I REIT Shares and Class D REIT Shares.

“REIT Shares Amount” means a number of REIT Shares having the same Class designation as the Class of Partnership Units offered for exchange by a Tendering Party and having an aggregate Value equal to the aggregate Net Asset Value of such Partnership Units; provided that in the event the Initial Limited Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

“Related Party” means, with respect to any Person, any other Person whose ownership of shares of the Initial Limited Partner’s capital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Selling Commissions” means any and all commissions payable to underwriters, dealer managers or other broker-dealers in connection with the sale of Units or securities which have converted into Units (including interests in any Delaware statutory trust).

“Service” means the United States Internal Revenue Service.

“Specified Redemption Date” means the first business day of the month following the month of the day that is 45 days after the receipt by the General Partner of the Notice of Redemption.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Substitute Limited Partner” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3.

“Successor Entity” has the meaning set forth in Section 4.3(c)(ii).

“Survivor” has the meaning set forth in Section 7.1(c).

“Tax Advances” has the meaning set forth in Section 5.2(c).

“Tax Items” has the meaning set forth in Section 5.1(f)(ii).

“Tendered Units” has the meaning provided in Section 8.5(a).

“Tendering Party” has the meaning provided in Section 8.5(a).

“Termination Transaction” means any direct or indirect transfer of all or any portion of the Initial Limited Partner’s Partnership Interest or its interest in the General Partner in connection with, (a) a merger, consolidation or other combination involving the Initial Limited Partner or the General Partner, on the one hand, and any other Person, on the other hand, or (b) a sale, lease, exchange or other transfer of all or substantially all of the assets of the Initial Limited Partner not in the ordinary course of its business, whether in a single transaction or a series of related transactions, other than a transfer effected in accordance with Section 7.1.

“Transfer” has the meaning set forth in Section 9.2(a). “Transfers”, “Transferred”, and “Transferring” have correlative meanings.

“Unit Equivalent” means, on any given date, a REIT Share, or REIT Shares, or any portion of a REIT Share, of any given Class having the same Value as the Net Asset Value of one Partnership Unit of the same Class on such date.

“Value” means, for any Class of REIT Shares: (i) if such Class of REIT Shares are Listed, the average closing price per share for the previous 30 trading days, or (ii) if such Class of REIT Shares are not Listed, the Net Asset Value Per REIT Share for REIT Shares of that Class.

1.2.Interpretation. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Wherever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms. For all purposes of this Agreement, the term “control” and variations thereof shall mean possession of the authority to direct or cause the direction of the management and policies of the specified entity, through the direct or indirect ownership of equity interests therein, by contract or otherwise. As used in this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” As used in this Agreement, the terms “herein,” “hereof” and “hereunder” shall refer to this Agreement in its entirety. Any references in this Agreement to “Sections” or “Articles” shall, unless otherwise specified, refer to Sections or Articles, respectively, in this Agreement. Any references in this Agreement to an “Exhibit” shall, unless otherwise specified, refer to an Exhibit attached to this Agreement, as such Exhibit may be amended from time to time. Each such Exhibit shall be deemed incorporated in this Agreement in full.

ARTICLE 2PARTNERSHIP FORMATION AND IDENTIFICATION

2.1.Formation. The Partnership was formed and continues as a limited partnership pursuant to the Act and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. No Partner has any interest in any Partnership property, and the Partnership Interest of each Partner shall be personal property for all purposes.

2.2.Name. The name of the Partnership is JLLIPT Holdings LP. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Partners of such change in the next regular communication to the Partners (or, in the sole discretion of the General Partner, earlier); provided, that the name of the Partnership may not be changed to include the name, or any variant thereof, of any Limited Partner without the written consent of such Limited Partner.

2.3.Principal Office and Registered Agent. The specified office and principal place of business of the Partnership shall be 333 West Wacker Drive, Chicago, Illinois 60606. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

2.4.Partners.

(a)The General Partner of the Partnership is JLLIPT Holdings GP, LLC, a Delaware limited liability company. Its principal place of business is the same as that of the Partnership.

(b)The Limited Partners are the Initial Limited Partner and any other Persons identified as Limited Partners on the books and records of the Partnership. A Person shall be admitted as a Limited Partner of the Partnership at the time that (a) this Agreement or a counterpart hereof is executed by or on behalf of such Person and (b) such Person is listed by the General Partner as a Limited Partner of the Partnership in the Partnership Register.

2.5.Term and Dissolution. The Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on March 10, 2005 and shall continue indefinitely, unless the Partnership is dissolved pursuant to the provisions of Article 11 or as otherwise provided by law.

2.6.Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.7.Certificates Representing Partnership Units. At the request of a Limited Partner, the General Partner, at its sole and absolute discretion, may issue (but in no way is obligated to issue) a certificate specifying the number and Class of Partnership Units owned by the Limited Partner as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

“This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Second Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP, as amended from time to time.”

2.8.Partnership Interests Are Securities. Each Partnership Interest in the Partnership shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

ARTICLE 3PURPOSE AND BUSINESS OF THE PARTNERSHIP

3.1.Purpose and Business.

(a)The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the Initial Limited Partner at all times to qualify as a REIT, and in a manner such that the Initial Limited Partner will not be subject to any taxes under Section 857 or 4981 of the Code (to the extent the Initial Limited Partner determines not being subject to such taxes is desirable), unless the Initial Limited Partner otherwise ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the Initial Limited Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the Initial Limited Partner intends to qualify as a REIT for federal income tax purposes and that such qualification and the avoidance of income and excise taxes on the Initial Limited Partner inures to the benefit of all the Partners and not solely to the Initial Limited Partner. Notwithstanding the foregoing, the Partners agree that the Initial Limited Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

(b)Notwithstanding any other provision in this Agreement, the General Partner shall cause the Partnership not to take, or to refrain from taking, any action that, in the judgment of the General Partner, in its sole and absolute discretion, (i) could adversely affect the ability of the Initial Limited Partner to satisfy the REIT Requirements, (ii) could subject the General Partner to any taxes under Code Section 857 or Code Section 4981 or any other related or successor provision under the Code, (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over the Initial Limited Partner, its securities or the Partnership or (iv) could cause the Initial Limited Partner not to be in compliance in all material respects with any covenants, conditions or restrictions now or hereafter placed upon the Initial Limited Partner pursuant to an agreement to which it is a party, unless, in any such case, such action (or inaction) under clause (i), clause (ii), clause (iii) or clause (iv) above shall have been specifically Consented to by the Initial Limited Partner. The foregoing requirement, and all other requirements, limitations and/or restrictions set forth in this Agreement that are intended for the Initial Limited Partner to maintain compliance as a REIT (or that otherwise are intended to prevent any Taxes to be paid by the Initial Limited Partner while it has elected to be a REIT), shall be void and of no effect if the Initial Limited Partner otherwise shall have ceased to, or the Initial Limited Partner determines that the Initial Limited Partner shall no longer, qualify as a REIT.

(c)The Partnership shall be a partnership only for the purposes specified in Section 3.1 hereof, and this Agreement shall not be deemed to create a company, venture or partnership between or among the Partners or any other Persons with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1 hereof. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties or any other Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

3.2.Representations and Warranties of the Partners

(a)Each Partner that is an individual (including, without limitation, each additional Limited Partner or Substitute Limited Partner as a condition to becoming an additional Limited Partner or a Substitute Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iii) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

(b)Each Partner that is not an individual (including, without limitation, each additional Limited Partner or Substitute Limited Partner as a condition to becoming an additional Limited Partner or a Substitute Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including, without limitation, that of its general partner(s), manager(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s) (as the case may be) as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its partnership or operating agreement, trust agreement, charter or bylaws (as the case may be) or any material agreement by which such Partner or any of such Partner’s properties or any of its partners, members, beneficiaries, trustees or stockholders (as the case may be) is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, members, trustees, beneficiaries or stockholders (as the case may be) is or are subject, and (iii) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms

(c)Each Partner (including, without limitation, each additional Limited Partner or Substitute Limited Partner as a condition to becoming an additional Limited Partner or Substitute Limited Partner) represents, warrants and agrees that (i) it has acquired and continues to hold its interest in the Partnership for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof in violation of applicable laws, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances in violation of applicable laws and (ii) it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds that it has invested in the Partnership in what it understands to be a highly speculative and illiquid investment,

(d)The representations and warranties contained in this Section 3.2 shall survive the execution and delivery of this Agreement by each Partner (and, in the case of an additional Limited Partner or a Substitute Limited Partner, the admission of such additional Limited Partner or Substitute Limited Partner as a Limited Partner in the Partnership) and the dissolution, liquidation and termination of the Partnership.

(e)Each Partner (including, without limitation, each additional Limited Partner or Substitute Limited Partner as a condition to becoming an additional Limited Partner or Substitute Limited Partner) hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the General Partner have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, that may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

(f)Notwithstanding the foregoing, the General Partner may, in its sole and absolute discretion, permit the modification of any of the representations and warranties contained in Sections 3.2(a), 3.2(b) and 3.2(c) above as applicable to any Partner (including, without limitation any additional Limited Partner or Substitute Limited Partner or any transferee of either), provided that such representations and warranties, as modified, shall be set forth in a separate writing addressed to the Partnership and the General Partner.

(g)When a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, the representations made in this Section 3.2 shall be made by the beneficial owner of Partnership Interests held by the nominee.

ARTICLE 4CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1.Capital Contributions. The General Partner and the Limited Partners have made capital contributions to the Partnership in exchange for Partnership Interests as set forth in the books and records of the Partnership. The General Partner shall cause to be maintained in the principal business office of the Partnership, or such other place as may be determined by the General Partner, the books and records of the Partnership which shall include, among other things, a register that contains the name, address, and number, Class and series of Partnership Units of each Partner (the “Partnership Register”) and that reflects periodic changes to the capital contributions made by the Partners and redemptions and other purchases of Partnership Units by the Partnership, and corresponding changes to the Partnership Interests of the Partners, without preparing a formal amendment to this Agreement. Any reference in this Agreement to the Partnership Register shall be deemed a reference to the Partnership Register as in effect from time to time. Subject to the terms of this Agreement, the General Partner may take any action authorized hereunder in respect of the Partnership Register without any need to obtain the consent or approval of any other Partner. No action of any Limited Partner shall be required to amend or update the Partnership Register. Except as required by law, no Limited Partner shall be entitled to receive a copy of the information set forth in the Partnership Register relating to any Partner other than itself.

4.2.Class A Units, Class A-I Units, Class M Units, Class M-I Units and Class D Units. The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class A Units, Class A-I Units, Class M Units, Class M-I Units and Class D Units. Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

4.3.Additional Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.3 or in Section 4.4, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The Initial Limited Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3.

(a)Issuances of Additional Partnership Interests.

(i)General. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time to the Partners (including the General Partner and Initial Limited Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners, including but not limited to, Partnership Units issued in connection with the issuance of REIT Shares of, or other interests in, the Initial Limited Partner. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units (i) upon the conversion, redemption or exchange of any Debt, Partnership Units, or other securities issued by the Partnership, (ii) for such consideration as the General Partner may determine, (iii) in connection with any merger of any other Person into the Partnership or (iv) upon the contribution of property or assets to the Partnership. Upon the issuance of any additional Partnership Interest, the General Partner shall, without the Consent of any other Partners, amend the Partnership Register as appropriate to reflect such issuance. Any additional Partnership Interests issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement or any other Classes), or one or more series of any of such Classes, with such designations, preferences and relative, participating, optional or other special rights, voting and other powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such Class or series of Partnership Interests; (ii) the right of each such Class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such Class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the Initial Limited Partner unless:

(1) the additional Partnership Interests are issued in connection with an issuance of Additional Securities by the Initial Limited Partner in accordance with Section 4.3(a)(ii);

(2) the additional Partnership Interests are issued in exchange for property owned by the Initial Limited Partner or other consideration with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests;

(3) the additional Partnership Interests are issued upon the conversion, redemption or exchange of Debt, Partnership Units or other securities issued by the Partnership; or

(4) the additional Partnership Interests are also offered and/or issued to all Partners holding Partnership Units of the same Class or series in proportion to the Partnership Units of such Class or series held by such Partners.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii)Upon Issuance of Additional Securities. Upon the issuance by the Initial Limited Partner of any Additional Securities (including pursuant to the Initial Limited Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the Initial Limited Partner may contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the Initial Limited Partner, to the Partnership in return for, as the Initial Limited Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the Initial Limited Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the Initial Limited Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the Initial Limited Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Initial Limited Partner and the Partnership. Without limiting the foregoing, if the Initial Limited Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the Initial Limited Partner (or the General Partner, as the case may be) shall be issued a number of additional Partnership Units having the same Class designation and aggregate Net Asset Value as the issued REIT Shares the proceeds of which were so contributed.

(b)Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, to the extent that the Initial Limited Partner shall make Capital Contributions, directly or through the General Partner, to the Partnership of the proceeds therefrom, if the proceeds actually received and contributed by the Initial Limited Partner in respect of the REIT Shares the proceeds of which were so contributed are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Initial Limited Partner (or the General Partner, as the case may be) shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 and in connection with the required issuance of additional Partnership Units to the Initial Limited Partner (or the General Partner, as the case may be) for such Capital Contributions pursuant to Section 4.3(a). In connection with any and all issuances of REIT Shares pursuant to the Initial Limited Partner’s distribution reinvestment plan, the Initial Limited Partner (or the General Partner, as the case may be) shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the distributions that have been reinvested in respect of the REIT Shares issued by the Initial Limited Partner in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares.

4.4.Additional Funding. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds by incurring Debt to any Person upon such terms as the General Partner determines to be appropriate (including making such Debt convertible, redeemable or exchangeable for Partnership Units), (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans, purchase of additional Partnership Interests or otherwise (which the General Partner or such Affiliates will have the option, but not the obligation, of providing) or (iii) cause the Partnership to issue additional Partnership Interests and admit additional Limited Partners to the Partnership in accordance with Section 4.3.

4.5.Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv), and a Partner shall have a single Capital Account with respect to all Partnership Interests held by such Partner. If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property or money as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), or (iv) the Partnership grants a Partnership Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership, the General Partner may revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

4.6.Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

4.7.No Interest on Contributions. No Partner shall be entitled to interest on its Capital Contribution.

4.8.Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

4.9.No Third Party Beneficiary. No creditor or other third-party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

4.10.No Preemptive Rights. Except as expressly provided in this Agreement, no Person, including, without limitation, any Partner or assignee, shall have any preemptive, preferential, participation or similar right or rights to subscribe for or acquire any Partnership Interest or to otherwise make an additional Capital Contribution.

ARTICLE 5PROFITS AND LOSSES; DISTRIBUTIONS

5.1.Allocation of Profit and Loss.

(a)General Allocations. The items of Profit and Loss of the Partnership for each fiscal year or other applicable period shall be allocated among the Partners in a manner that will, as nearly as possible (after giving effect to the allocations under Section 5.1(b) and 5.1(f)) cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated on the last day of such period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Values, taking into account any adjustments thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and the remaining cash proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.2, minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed as of the date of the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

(b)Regulatory Allocations. Notwithstanding any other provision of this Agreement:

(i)Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). This Section 5.1(b)(i) is intended to comply with the minimum gain chargeback requirements in such U.S. Regulations Sections and shall be interpreted consistently therewith, including that no chargeback shall be required to the extent of the exceptions provided in Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(ii)Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit Capital Account balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.1(b)(ii) shall be made only to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article 5 have been tentatively made as if this Section 5.1(b)(ii) were not in this Agreement. This Section 5.1(b)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(iii)Gross Income Allocation. If one or more Partners has a deficit Capital Account at the end of any fiscal year that is in excess of the sum of (i) the amount each such Partner is obligated to restore, if any, pursuant to any provision of this Partnership Agreement, and (ii) the amount each such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible (in proportion to the amount of such deficit); provided that an allocation pursuant to this Section 5.1(b)(iii) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 5 have been tentatively made as if Section 5.1(b)(ii) and this Section 5.1(b)(iii) were not in this Partnership Agreement.

(iv)Payee Allocation. If any payment to any person that is treated by the Partnership as the payment of an expense is recharacterized by a taxing authority as a Partnership distribution to the payee as a partner, such payee shall be specially allocated, in the manner determined by the General Partner, an amount of Partnership gross income and gain as quickly as possible equal to the amount of the distribution.

(v)Nonrecourse Deductions. Nonrecourse Deductions shall be allocated pro rata based on the number of Partnership Units held by each Partner. “Nonrecourse Deductions” has the meaning specified in Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

(vi)Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(j). “Partner Nonrecourse Deductions” has the meaning specified in Regulations Section 1.704-2(i)(2).

(vii)Any special allocations of income or gain pursuant to Section 5.1(b)(ii) or Section 5.1(b)(iii) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.1(a) and this Section 5.1(b)(viii), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.1(b)(ii) or Section 5.1(b)(iii) had not occurred.

(viii)Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in accordance with their respective interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner(s) to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(ix)Excess Nonrecourse Liabilities. The Partnership shall allocate “nonrecourse liabilities” (within the meaning of Regulations Section 1.752-1(a)(2)) of the Partnership that are secured by multiple Properties under any reasonable method chosen by the General Partner in accordance with Regulations Section 1.752-3(a)(3) and (b). For purposes of determining a Partner’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Partner’s respective interest in Partnership profits shall be equal to the relative Net Asset Value of the Partners’ Partnership Units, except as otherwise determined by the General Partner.

(c)Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

(d)Definition of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) all items of income, gain, loss or deduction allocated pursuant to Sections 5.1(b)(i) through (iii) shall not be taken into account in computing such taxable income or loss; (ii) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profit and Loss shall be added to such taxable income or loss; (iii) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization, gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (iv) upon an adjustment to the Carrying Value of any asset pursuant to the definition of Carrying Value (other than an adjustment in respect of depreciation, amortization or cost recovery deductions), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (v) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of Profit and Loss shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the Partners may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profit and Loss; and (vi) except for items in (i) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profit and Loss pursuant to this definition shall be treated as deductible items.

(e)Tax Allocations.

(i)All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for federal, state and local income tax purposes consistent with the manner that the corresponding constituent items of Profit and Loss shall be allocated among the Partners pursuant to this Partnership Agreement in the manner determined by the General Partner, except as may otherwise be provided herein or by the Code. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

(ii)Section 704(c) Allocations. Notwithstanding Section 6.1(f)(i) hereof, for income tax purposes under the Code and the Regulations, each Partnership item of income, gain, loss and deduction (collectively, “Tax Items”) with respect to Property that is contributed to the Partnership with an initial Carrying Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Partners for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Carrying Value of any Partnership asset is adjusted to equal its respective fair market value, subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Carrying Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner. Allocations pursuant to this Section 6.1(e)(ii) are solely for purposes of federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profit, Loss, or any other items or distributions pursuant to any provision of this Agreement.

(f)Curative Allocations. The allocations set forth in Section 5.1(b) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(f). Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Sections 5.1(a).

(g)Disregarded Entity. Notwithstanding anything in this Agreement to the contrary, for so long as the Partnership is treated as a disregarded entity for federal and applicable state and local income tax purposes, the provisions of Sections 5.1 (Allocation of Profit and Loss), 10.5 (Tax Elections; Special Basis Adjustments) and 11.3 (Deemed Contribution and Distribution) shall not apply.

5.2.Distribution of Cash.

(a)The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial Limited Partner in an amount equal to the Deemed Reinvested Amount, and the Initial Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the amount of the Deemed Reinvested Amount in return for a number of Partnership Units, of the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record Date.

(b)Except for distributions pursuant to Sections 5.8 in connection with the dissolution and liquidation of the Partnership, 5.2(c), 5.2(d), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable to a specific Class as determined by the General Partner in good faith, including without limitation any selling commissions or ongoing servicing fees payable by the Partnership or any of its subsidiaries to broker-dealers with respect to any particular Class of Partnership Units on account of such broker-dealers’ sales or servicing of Partnership Units of such Class.

(c)To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the General Partner, the Initial Limited Partner and any member or officer of the Initial Limited Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein.

(d)In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

5.3.REIT Distribution Requirements. The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the Initial Limited Partner to make stockholder distributions that will allow the Initial Limited Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

5.4.No Right to Distributions in Kind. No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

5.5.Limitations on Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

5.6.Amendments to Reflect Additional Partnership Units. In the event that the Partnership issues additional Partnership Units pursuant to the provisions of Article 4 hereof, the General Partner is hereby authorized, without the Consent of any other Partner, to make such revisions to this Article 5 and other provisions of this Agreement as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including, without limitation, making preferential distributions and allocations to Holders of certain Classes of Partnership Units.

5.7.Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the General Partner, on behalf of the Partnership, shall make a distribution to any Holder if such distribution would violate the Act or other applicable law.

5.8.Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class A Units will automatically convert to Class M-I Units at the Class A Conversion Rate, Class A-I Units will automatically convert to Class M-I Units at the Class A-I Conversion Rate, Class M Units will automatically convert to Class M-I Units at the Class M Conversion Rate and Class D Units will automatically convert to Class M-I Units at the Class D Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Advisory Fees, any remaining assets of the Partnership shall be distributed to each holder of Class M-I Units, ratably with each other holder of Class M-I Units, which will include all converted Class A Units, Class A-I Units, Class M Units and Class D Units, in such proportion as the number of outstanding Class M-I Units held by such holder bears to the total number of outstanding Class M-I Units then outstanding.

Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement.

To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

5.9.Substantial Economic Effect. It is the intent of the Partners that the allocations under Sections 5.1(a), 5.1(b) and 5.1(f) (as and when applicable) have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

5.10.Reinvestment. Subject to legal, tax, regulatory or other similar considerations, each Limited Partner holding Partnership Units agrees to participate in the reinvestment program of distributions to the holders of Partnership Units (the “DRIP” and any participating Limited Partner, a “DRIP Participant”) unless otherwise agreed with the General Partner in writing. The following provisions shall apply to the DRIP and any Limited Partner’s participation therein:

(a)Subject to Section 5.10(b)(v), the General Partner shall, on behalf of each DRIP Participant, pay to the Initial Limited Partner all distributions to be made to such DRIP Participant with respect to its Partnership Units in exchange for such DRIP Participant being issued REIT Shares of the same Class of Partnership Units held by such DRIP Participant with respect to which such distribution is being made. REIT Shares issued pursuant to the DRIP shall be purchased at the applicable Net Asset Value Per REIT Share on the date that the distribution is payable.

(b)In connection with this Section 5.10, each Limited Partner agrees and acknowledges as follows:

(i)The Partnership has designated the General Partner to administer the DRIP and act as agent for the DRIP Participants. The General Partner shall credit distributions to DRIP Participants and shall reinvest such distributions in REIT Shares of the same Class as the Partnership Units held by such DRIP Participant with respect to which such distribution is made.

(ii)A DRIP Participant shall remain in the DRIP until such DRIP Participant withdraws from the DRIP in accordance with Section 5.10(b)(v) or the General Partner terminates or suspends the DRIP.

(iii)A DRIP Participant shall, on the date that the distribution is payable, be deemed to have received a cash distribution from the Partnership and paid to the Initial Limited Partner the entire amount of such cash distribution that otherwise would have been received by such DRIP Participant in such distribution, in exchange for the Initial Limited Partner’s issuance of REIT Shares to such DRIP Participant (at the then-current Net Asset Value Per REIT Share). No interest shall be paid on cash distributions pending reinvestment in REIT Shares under the terms of the DRIP.

(iv)No DRIP Participant shall have any authorization or power to direct the time or price at which REIT Shares shall be purchased. The total amount to be invested shall depend on the amount of any distributions paid on the number of Partnership Units owned by the DRIP Participant, as well as any withholding taxes paid on behalf of such DRIP Participant.

(v)DRIP Participants may elect to withdraw from the DRIP with respect to the Partnership Units held in their account in the DRIP by providing 10 days’ prior written notice of such election to withdraw in a form acceptable to the General Partner and such election to withdraw shall be effective until rescinded by providing written notice of an election to reinstate participation in the DRIP in a form acceptable to the General Partner. Such written notice of such election to withdraw or be reinstated, as the case may be, must be received by the General Partner prior to the last day of the quarter in order for a Participant’s termination to be effective for such quarter (i.e., a timely termination notice will be effective as of the last day of the quarter in which it is timely received and will not affect participation in the DRIP for any prior quarter). Any transfer of Partnership Units by a DRIP Participant to a non-DRIP Participant will terminate participation in the DRIP with respect to the transferred Partnership Units. If a DRIP Participant requests that the Company repurchase all or any portion of the DRIP Participant’s Partnership Units, the DRIP Participant’s participation in the DRIP with respect to the DRIP Participant’s Partnership Units for which repurchase was requested but that were not repurchased will be terminated. If a DRIP Participant terminates DRIP participation, the Initial Limited Partner may, at its option, ensure that the terminating DRIP Participant’s account will reflect the whole number of REIT Shares in such DRIP Participant’s account and provide a check or other instrument of payment for the cash value of any fractional REIT Share in such account. Upon termination of DRIP participation for any reason, future distributions will be distributed to the Investor in cash.

(c)This Section 5.10 shall not apply to any distributions to the General Partner or Initial Limited Partner made pursuant to Section 5.2(a).

ARTICLE 6RIGHTS, OBLIGATIONS AND
POWERS OF THE GENERAL PARTNER

6.1.Management of the Partnership.

(a)Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement and without limiting any powers of the Advisor pursuant to the Advisory Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i)to acquire, purchase, own, operate, lease and dispose of any Property;

(ii)to construct buildings and make other improvements on the properties owned or leased by the Partnership;

(iii)to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any Class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv)to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(v)to pay, either directly or by reimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner, Initial Limited Partner or their respective Affiliates as set forth in this Agreement;

(vi)to guarantee or become a co-maker of indebtedness of the General Partner, Initial Limited Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(vii)to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Initial Limited Partner, the Partnership or any Subsidiary of any of the foregoing, to third parties or to the General Partner or Initial Limited Partner as set forth in this Agreement;

(viii)to lease all or any portion of any of the Partnership’s assets, whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(ix)to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation, including in all such legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, with respect to the Partners, the Partnership, or the Partnership’s assets;

(x)to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business, including the registration of any Class or series of the Partnership Units under the Securities Act or Exchange Act, and the listing of any debt securities of the Partnership on any securities exchange or trading forum;

(xi)to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xii)to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as the General Partner shall determine from time to time;

(xiii)to determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute the same;

(xiv)to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xv)to retain other services of any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xvi)to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

(xvii)to maintain accurate accounting records and to file all federal, state and local income tax returns on behalf of the Partnership;

(xviii)to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

(xix)to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that the General Partner deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xx)to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose;

(xxi)to merge, consolidate or combine the Partnership with or into another Person;

(xxii)to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code;

(xxiii)the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership, or any other Person in which the Partnership has a direct or indirect interest pursuant to contractual or other arrangements; and

(xxiv)to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the Initial Limited Partner at all times to qualify as a REIT unless the Initial Limited Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b)Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

(c)Each of the Limited Partners agrees that the General Partner is authorized to execute and deliver any affidavit, agreement, certificate, consent, instrument, notice, power of attorney, waiver or other writing or document in the name and on behalf of the Partnership and to otherwise exercise any power of the General Partner under this Agreement and the Act on behalf of the Partnership without any further act, approval or vote of the Partners or any other Persons, notwithstanding any other provision of the Act or any applicable law, rule or regulation and, in the absence of any specific corporate action on the part of the General Partner to the contrary, the taking of any action or the execution of any such document or writing by an officer of the General Partner, in the name and on behalf of the General Partner, in its capacity as the general partner of the Partnership, shall conclusively evidence (1) the approval thereof by the General Partner, in its capacity as the general partner of the Partnership, (2) the General Partner’s determination that such action, document or writing is necessary, advisable, appropriate, desirable or prudent to conduct the business and affairs of the Partnership, exercise the powers of the Partnership under this Agreement and the Act or effectuate the purposes of the Partnership, or any other determination by the General Partner required by this Agreement in connection with the taking of such action or execution of such document in writing, and (3) the authority of such officer with respect thereto.

(d)At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, determines from time to time.

(e)In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken (or not taken) by it, but shall be obligated to take such action as is necessary to ensure satisfaction of the REIT Requirements with respect to the Initial Limited Partner. To the fullest extent permitted by law, the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner pursuant to its authority under this Agreement. Notwithstanding the foregoing, in connection with the acquisition of properties from Persons to whom the Partnership issues Partnership Interests as part of the purchase price, in order to preserve such Persons’ tax deferral, the Partnership may contractually agree not to sell or otherwise transfer the properties for a specified period of time, or in some instances, not to sell or otherwise transfer the properties without compensating the sellers of the properties for their loss of the tax deferral.

6.2.Delegation of Authority. The General Partner may delegate any or all of its powers, rights and obligations hereunder to any Person, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person (which may include the Advisor) may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve. The General Partner is expressly authorized on behalf of the Partnership to cause the Partnership to enter into the Advisory Agreement.

6.3.Indemnification and Exculpation of Indemnitees.

(a)To the fullest extent permitted by law, the Partnership shall indemnify and hereby agrees to indemnify and hold harmless an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, costs and expenses (including reasonable legal fees and expenses), judgments, fines, settlements, penalties and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and constituted willful misconduct or gross negligence; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by settlement, judgment, order or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner that the Indemnitee believed to be in or not opposed to the best interests of the Partnership or that the Indemnitee’s conduct constituted fraud, willful misconduct, gross negligence, a material breach of this Agreement, a breach of its fiduciary duty or, with respect to any criminal action or proceeding, an Indemnitee had no reasonable cause to believe his conduct was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

(b)Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 6.3 in favor of any Indemnitee having or potentially having liability for any such indebtedness. It is the intention of this Section 6.3 that the Partnership indemnify each Indemnitee to the fullest extent permitted by law and this Agreement. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.3.

(c)The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(d)The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified.

(e)The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(f)For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(g)In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(h)An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement and the Articles of Incorporation.

(i)The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 6.3 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Partnership’s liability to any Indemnitee under this Section 6.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(j)It is the intent of the parties that any amounts paid by the Partnership to the General Partner pursuant to this Section 6.3 shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

6.4.Liability and Obligations of the General Partner.

(a)Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission not amounting to willful misconduct or gross negligence. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(b)The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself, the Initial Limited Partner and the stockholders of the Initial Limited Partner, and that the General Partner is not under any obligation to consider the separate interests of the Limited Partners other than the Initial Limited Partner (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions; provided, however, that the General Partner shall be obligated to take or refrain from taking such actions as necessary to ensure that the Initial Limited Partner is able to maintain its status as a REIT. In the event of a conflict between the interests of the Initial Limited Partner and its stockholders on one hand and the other Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the Initial Limited Partner or its stockholders or the other Limited Partners; provided, however, that for so long as the Initial Limited Partner directly owns a majority interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either the Initial Limited Partner or it stockholders or the other Limited Partners shall be resolved in favor of the Initial Limited Partner and its stockholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(c)Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d)Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Initial Limited Partner to continue to qualify as a REIT or the Partnership to be taxed as a partnership, (ii) to prevent the Initial Limited Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, (iii) to ensure that the Partnership will not be classified as a “publicly traded partnership” under section 7704 of the Code, (iv) for the Initial Limited Partner to otherwise satisfy the REIT Requirements or the Partnership to satisfy the “qualifying income” requirement of Code Section 7704(c), or (v) for any Affiliate to continue to qualify as a “qualified REIT subsidiary” within the meaning of Code Section 856(i)(2), is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to the Partners in such amounts as will permit the Initial Limited Partner to prevent the imposition of any federal income tax on the Initial Limited Partner (including, for this purpose, any excise tax pursuant to Code Section 4981), to make distributions to its stockholders and payments to any taxing authority sufficient to permit the Initial Limited Partner to maintain REIT status or otherwise to satisfy the REIT Requirements).

(e)Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

(f)To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Limited Partners, the General Partner shall not be liable to the Partnership or to any other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the General Partner under the Act or otherwise existing at law or in equity to the Partnership or its partners, are agreed by the Partners to replace such other duties and liabilities of such General Partner.

(g)To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement the General Partner or the Liquidator is permitted or required to make a decision (i) in its “sole and absolute discretion,” “sole discretion” or “discretion” or under a grant of similar authority or latitude, the General Partner and the Liquidator, as applicable, shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest or factors affecting the Partnership or the Partners or any of them, or (ii) in its “good faith” or under another expressed standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards. If any question should arise with respect to the operation of the Partnership, which is not otherwise specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in such a manner as it shall deem, in its sole discretion, to be fair and equitable, and its determination and interpretations so made shall be final and binding on all parties. The General Partner’s “sole and absolute discretion,” “sole discretion” and “discretion” under this Agreement shall be exercised consistently with the General Partner’s fiduciary duties and obligation under the implied contractual covenant of good faith and fair dealing under the Act.

(h)Notwithstanding anything to the contrary in this agreement, it is understood and/or agreed that the term “good faith” as used in this agreement shall, in each case, mean “subjective good faith” as understood and interpreted under Delaware law; provided, however, that for the avoidance of doubt, any resolution of a conflict of interest between the Initial Limited Partner or the interests of stockholders of the Initial Limited Partner, on the one hand, and the Partnership or any Limited Partner on the other hand, in a manner favorable to the Initial Limited Partner or the interests of the stockholders of the Initial Limited Partner shall not be deemed a violation of such “subjective good faith” standard.

6.5.Reimbursement of General Partner and Initial Limited Partner.

(a)Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b)The General Partner and Initial Limited Partner, as applicable, shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner or the Initial Limited Partner, as applicable.

6.6.Outside Activities.

(a)Subject to Section 6.7 hereof, the Articles of Incorporation and any agreements entered into by the General Partner, Initial Limited Partner or an Affiliate of either with the Partnership or any of its Subsidiaries, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner or the Initial Limited Partner shall be entitled to and may have, directly or indirectly, business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and neither the General Partner nor the Initial Limited Partner shall have any obligation pursuant to this Agreement to communicate or offer any opportunities or interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person, even if it may raise a conflict of interest with the Limited Partners or the Partnership. Neither the General Partner nor the Initial Limited Partner will be liable for breach of any fiduciary or other duty by reason of the fact that such party pursues or acquires for, or directs such opportunity or interest to another Person or does not communicate or offer such opportunity or interest to the Partnership.

(b)No Limited Partner shall, by reason of being a Limited Partner in the Partnership, have any right to participate in any manner in any profits or income earned or derived by or accruing to the General Partner or the Initial Limited Partner and their respective Affiliates, or the respective members, partners, officers, directors, employees, stockholders, agents or representatives thereof from the conduct of any business other than the business of the Partnership or from any transaction in instruments effected by the General Partner, the Initial Limited Partner or their Affiliates or the respective members, partners, stockholders, officers, directors, employees or agents thereof for any account other than that of the Partnership.

6.7.Transactions With Affiliates.

(a)Any Affiliate of the General Partner, Initial Limited Partner or the Advisor may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.

(b)The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c)The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant, and in which any of its Affiliates may or may not be a participant, upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law, the Articles of Incorporation and the REIT status of the Initial Limited Partner.

(d)Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and reasonable to the Partnership and in compliance with the Articles of Incorporation.

6.8.Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

6.9.Other Matters Concerning the General Partner.

(a)The General Partner may rely in good faith and shall be protected from liability to the Partnership and the Partners in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(b)The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and the General Partner shall be protected from liability to the Partnership and the Limited Partners for any act taken or omitted to be taken in good faith reliance upon the opinion of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence.

6.10.No Duplication of Fees or Expenses. The Partnership may not incur or be responsible for any fee or expense (in connection with an Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner or Initial Limited Partner.

6.11.Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without the consent or approval of any other Partner, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

6.12.Repurchases and Exchanges of REIT Shares.

(a)Repurchases. If the Initial Limited Partner repurchases any REIT Shares (other than REIT Shares repurchased with proceeds received from the issuance of other REIT Shares), then the General Partner may cause the Partnership to purchase from the Initial Limited Partner a number of Partnership Units, having the same Class designation as the redeemed REIT Shares, with an aggregate Net Asset Value equal to the aggregate gross amount paid for such repurchased REIT Shares.

(b)Exchanges. If the Initial Limited Partner exchanges any REIT Shares of any Class (“Exchanged REIT Shares”) for, or converts any REIT Shares of any Class to, REIT Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange or convert Partnership Units (with an aggregate Net Asset Value equal to the aggregate Net Asset Value of such Exchanged REIT Shares) having the same Class designation as the Exchanged REIT Shares, for Partnership Units (with an aggregate Net Asset Value equal to the aggregate Net Asset Value of such Received REIT Shares) having the same Class designation as the Received REIT Shares on the same terms that the General Partner exchanged or converted the Exchanged REIT Shares.

ARTICLE 7CHANGES IN GENERAL PARTNER AND INITIAL LIMITED PARTNER

7.1.Transfer of the General Partner’s Partnership Interest.

(a)Except as provided in, or in connection with a transaction contemplated by Section 7.1(b), (c) or 7.4, the General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner without the consent of Limited Partners holding more than 50% of the Percentage Interests.

(b)Except as otherwise provided in Section 6.4(b), this Section 7.1 or Section 7.4 hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Termination Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained.

(c)Notwithstanding Section 7.1(a), a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner, (B) the Initial Limited Partner, or (C) any Person that is the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner.

7.2.Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a)the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 in connection with such admission shall have been performed;

(b)if the Person to be admitted as a substitute or additional General Partner is a corporation, partnership, limited liability company or other legal entity, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c)the Partnership has reasonably determined, based upon the advice of counsel to the Partnership, that (x) the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

7.3.Removal of a General Partner. The General Partner may not be removed by the Partners, with or without cause, except with the consent of the General Partner.

7.4.Restriction on Termination Transactions.

(a)Neither the Initial Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, unless:

(i)The consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained;

(ii)as a result of such Termination Transaction all Limited Partners (other than the Initial Limited Partner and the General Partner) will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property paid in the Termination Transaction to a holder of one Unit Equivalent having the same Class designation as that Partnership Unit in consideration of such Unit Equivalent; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (1) exercised its Redemption Right and (2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or

(iii)the Initial Limited Partner is the surviving entity in the Termination Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per Unit Equivalent) that is no less than the greatest amount of cash, securities, or other property (expressed as an amount per Unit Equivalent) received in the Termination Transaction by any holder of REIT Shares having the same Class designation as the Partnership Units being exchanged.

(b)Notwithstanding 7.4(a), Initial Limited Partner and/or the General Partner may engage in, or cause or permit, a Transaction, if after such Transaction (i) substantially all of the assets of the successor or surviving entity (the “Survivor”), other than Partnership Units held by the Initial Limited Partner and General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner and Initial Limited Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.4(a). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount and the REIT Shares Amount after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.5 so as to approximate the existing rights and obligations set forth in Section 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder.

In respect of any Termination Transaction described in the preceding paragraph, the General Partner and Initial Limited Partner are required to use commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the stockholders of the Initial Limited Partner under applicable law

ARTICLE 8RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

8.1.Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

8.2.Power of Attorney.

(a)Each Limited Partner and Assignee hereby irrevocably constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each (the “Attorney in Fact”), and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices: (a) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments, supplements or restatements thereof) that the Attorney in Fact deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (b) all instruments that the Attorney in Fact deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement duly adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the dissolution and winding up of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (e) all instruments relating to the admission, acceptance, withdrawal, removal or substitution of any Partner pursuant to the terms of this Agreement or the Capital Contribution of any Partner; and (f) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges relating to Partnership Interests; and

(2) execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the Attorney in Fact, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement.

Nothing contained herein shall be construed as authorizing the Attorney in Fact to amend this Agreement except in accordance with Sections 5.6 and Article 11 hereof or as may be otherwise expressly provided for in this Agreement.

(b)The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Person’s Partnership Interest and shall extend to such Person’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner and Assignee hereby agrees to be bound by any representation made by the Attorney in Fact, acting in good faith pursuant to such power of attorney; and each such Limited Partner and Assignee hereby waives, to the fullest extent permitted by law, any and all defenses that may be available to contest, negate or disaffirm the action of the Attorney in Fact, taken in good faith under such power of attorney. Each Limited Partner and Assignee shall execute and deliver to the Attorney in Fact, within fifteen (15) days after receipt of the Attorney in Fact’s request therefor, such further designation, powers of attorney and other instruments as the Attorney in Fact deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 8.2, to the fullest extent permitted by law, no Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such power of attorney.

8.3.Limitation on Liability of Limited Partners. No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

8.4.Ownership by Limited Partner of General Partner or Affiliate. No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

8.5.Redemption Right.

(a)Subject to this Section 8.5 and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner other than the General Partner and Initial Limited Partner, after holding any Partnership Units for a period of at least twelve full months, shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of such Partnership Units (the “Tendered Units”) in exchange (a “Redemption Right”) for the Cash Amount payable on, or, if determined by the Initial Limited Partner in its sole discretion, REIT Shares issuable on, the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the Initial Limited Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the Initial Limited Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or partially for REIT Shares and partially for a Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date.

No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

(b)If the Initial Limited Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the Initial Limited Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the Initial Limited Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Initial Limited Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the Initial Limited Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the Initial Limited Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the Initial Limited Partner as duly authorized, validly issued, fully paid and non-assessable REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the Initial Limited Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the General Partner or Initial Limited Partner shall have any right to cause or require the Initial Limited Partner or the General Partner to register or qualify such REIT Shares with any federal or state securities agency under the Securities Act or to list such REIT Shares on any stock exchange. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation.

(c)In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the Initial Limited Partner, in addition to the Notice of Redemption:

(i)A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Sections 856(a)(6) and 856(h) of the Code, of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);

(ii)A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date;

(iii)An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit); and

(iv)Any other documents as the Initial Limited Partner may reasonably require.

(d)Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the Initial Limited Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible.

(e)Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the Initial Limited Partner from being “closely held” within the meaning of section 856(h) of the Code, and (c) as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid, as applicable: (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the Initial Limited Partner from being “closely held” within the meaning of section 856(h) of the Code, or (c) having the Partnership be treated as a “publicly traded partnership” under section 7704 of the Code. In addition to any other appropriate restrictions placed by the General Partner pursuant to this Section 8.5(e), no Tendering Party shall be entitled to consummate a Redemption if the ownership of or delivery of REIT Shares to such Tendering Party on the Specified Redemption Date by the General Partner would (i) cause the occurrence of any of the circumstances described in clauses (a) through (d) of the first sentence of this Section 8.5(e), (ii) cause the Initial Limited Partner to own, actually or constructively, 10% or more of the ownership interests in a tenant (other than a “taxable REIT subsidiary” (as defined in Section 856(l) of the Code)) of the Initial Limited Partner’s, the Partnership’s or a Subsidiary’s real property, within the meaning of Section 856(d)(2)(B) of the Code, or (iii) otherwise cause the Initial Limited Partner to fail to qualify as a REIT under the Code, including, but not limited to, as a result of any “eligible independent contractor” (as defined in Section 856(d)(9)(A) of the Code) that operates a “qualified lodging facility” (as defined in Section 856(d)(9)(D) of the Code) or a “qualified health care property” (as defined in Section 856(e)(6)(D)(i) of the Code) on behalf of a “taxable REIT subsidiary” (as defined in Section 856(l) of the Code) failing to qualify as such. The Initial Limited Partner, in its sole and absolute discretion, shall waive the restriction on redemption set forth in this Section 8.5(e), provided that the Tending Party has submitted such information, certification or affidavit as the Initial Limited Partner may reasonably require in connection with the application of the restrictions described in this Section 8.5(e). To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.5(e), it shall be null and void ab initio and such Tendering Party shall not acquire any rights or economic interest in any Cash Amount otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange.

8.6.Conversion Election.

(a)If there is a broker of record with respect to any Partnership Units, such broker of record may elect, at any time, on behalf of the holder of such Partnership Units, to convert such Partnership Units to any other Class of Partnership Units by delivering written notice of such election to the General Partner.  If there is no broker of record with respect to any Partnership Units, the holder of such Partnership Units may elect, at any time, to convert such Partnership Units to any other Class of Partnership Units by delivering written notice of such election to the General Partner. Notwithstanding the foregoing, in either case above, any request to convert any Partnership Units to Class D Units will require the prior written approval of the General Partner.

(b)Unless otherwise agreed in writing by the General Partner and holder of record of the applicable Partnership Units, any conversion of Partnership Units from one Class to another pursuant to this Section 8.6 shall become effective on the first day of the second full calendar month following the calendar month in which such notice was delivered to the General Partner and such Partnership Units will convert into the chosen Class of Partnership Units using the applicable Conversion Rate.

8.7.Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 6.7 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Initial Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner and the Initial Limited Partner), and such Person shall have no obligation pursuant to this Agreement, subject to Section 6.7 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

ARTICLE 9TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

9.1.Purchase for Investment.

(a)Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b)Each Limited Partner agrees that he will not sell, assign or otherwise transfer his Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

9.2.Restrictions on Transfer of Limited Partnership Interests.

(a)Subject to the provisions of Section 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b)No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to Section 8.5. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(c)Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a Limited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d)No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e)No Transfer by a Limited Partner of its Partnership Interest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the Initial Limited Partner to continue to qualify as a REIT or subject the Initial Limited Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h) (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code), or (iv) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(f)No transfer by a Limited Partner of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g)Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(h)Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

9.3.Admission of Substitute Limited Partner.

(a)Subject to the other provisions of this Article 9, an Assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

(i)The Assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii)To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii)The Assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iv)If the Assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.

(v)The Assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.

(vi)The Assignee shall have paid all legal fees and other expenses of the Partnership, the General Partner and the Initial Limited Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii)The Assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.

(b)For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c)The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

9.4.Rights of Assignees of Partnership Interests.

(a)Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(b)Any Person who is the Assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

9.5.Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner. The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

9.6.Joint Ownership of Interests. A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

ARTICLE 10BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

10.1.Books and Records. At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner and the Partnership Units held by each such Partner, (b) a copy of the Certificate of Limited Partnership and all Certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

10.2.Custody of Partnership Funds; Bank Accounts.

(a)All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

(b)All deposits and other funds not needed in the operation of the business of the Partnership may be invested in any manner determined by the General Partner in its sole discretion. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment permitted by this Section 10.2(b).

10.3.Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year.

10.4.Annual Tax Information and Report. The General Partner will endeavor to furnish within 120 days after the end of each fiscal year of the Partnership, to each person who was a Limited Partner at any time during a fiscal year of the Partnership, the tax information necessary to file such Limited Partner’s individual tax returns as required by law.

10.5.Tax Elections; Special Basis Adjustments.

(a)The General Partner shall act as or appoint the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”) and the equivalent for applicable state and local tax purposes. As Partnership Representative, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Partnership Representative shall constitute Partnership expenses.

(b)All elections required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion.

(c)The Partnership Representative is authorized, but not required:

(i)to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”). In the settlement agreement with respect to any such proceedings, the Partnership Representative may expressly state that such agreement shall bind all Partners;

(ii)in the event that a notice of final partnership adjustment (a “Final Adjustment”) is mailed to the Partnership Representative, to seek judicial review of such Final Adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(iii)to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(iv)to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and

(v)to take any other action on behalf of the Partners or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative and the provisions relating to indemnification of the General Partner set forth in Section 7.3 hereof shall be fully applicable to the Partnership Representative in its capacity as such.

In the case of the payment by the Partnership of an assessed imputed underpayment, the Partnership Representative is authorized to allocate the assessed amount among the Partners in a manner it deems equitable in its sole discretion so that each Partner economically bears any taxes paid by the Partnership allocable to such Partners.

(d)In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

10.6.Reports to Limited Partners. As soon as practicable after the close of each fiscal year, but in no event later than the date on which the General Partner mails its annual report to holders of the REIT Shares, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

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ARTICLE 11DISSOLUTION, LIQUIDATION AND TERMINATION

11.1.Dissolution. The Partnership shall not be dissolved by the admission of Substitute Limited Partners or additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner is hereby authorized to, and shall, continue the business and affairs of the Partnership without dissolution. However, the Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (each a “Liquidating Event”):

(a)the occurrence of an event of withdrawal (as defined in the Act) with respect to a General Partner; provided, the Partnership shall not be dissolved and required to be wound up in connection with any of the events specified in this clause (A) if (1) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and shall carry on the business of the Partnership, or (2) if at such time there is no remaining General Partner, if within 90 days after such event of withdrawal, Limited Partners holding more than 50% of the Percentage Interests agree in writing or vote to continue the business of the Partnership and to appoint, effective as of the date of withdrawal, one or more additional General Partners;

(b)an election to dissolve the Partnership made by the General Partner, with the consent of Limited Partners holding more than 50% of the Percentage Interests;

(c)entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act; or

(d)at any time there are no limited partners of the Partnership, unless the Partnership is continued without dissolution in accordance with the Act.

11.2.Winding Up.

(a)Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. The General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by Limited Partners holding more than 50% of the Percentage Interests (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the General Partner) shall be applied and distributed in the following order:

(1) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors other than the Holders (whether by payment or the making of reasonable provision for payment thereof);

(2) Second, to the satisfaction of all of the Partnership’s debts and liabilities to the General Partner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 6.5 hereof;

(3) Third, to the satisfaction of all of the Partnership’s debts and liabilities to the other Holders (whether by payment or the making of reasonable provision for payment thereof); and

(4) Fourth, to the Partners in accordance with Section 5.6.

The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 11 other than reimbursement of its expenses as set forth in Section 6.5.

(b)Notwithstanding the provisions of Section 11.2(a) hereof that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 11.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

(c)To the fullest extent permitted by law, if any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder or as may otherwise be required with respect to the General Partner in its capacity as the general partner of the Partnership, such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

(d)In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made pursuant to this Article 11 may be:

(1) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent, conditional or unmatured liabilities or obligations of the Partnership arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner or the Liquidator, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or

(2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 11.2(a) hereof as soon as practicable.

(e)The provisions of Section 6.4 hereof shall apply to any Liquidator appointed pursuant to this Article 11 as though the Liquidator were the General Partner of the Partnership.

11.3.Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 11, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 11.3 shall be deemed to have constituted a Transfer to an Assignee as a Substitute Limited Partner without compliance with the provisions of Section 11.4 hereof.

11.4.Rights of Holders. Except as otherwise provided in this Agreement, (a) each Holder shall look solely to the assets of the Partnership for the return of its Capital Contribution, (b) no Holder shall have the right or power to demand or receive property other than cash from the Partnership and (c) no Holder shall have priority over any other Holder as to the return of its Capital Contributions, distributions or allocations.

11.5.Notice of Dissolution. In the event that a Liquidating Event occurs or an event occurs that would, but for an election or objection by one or more Partners pursuant to Section 11.1 hereof, result in a dissolution of the Partnership, the General Partner or Liquidator shall, within thirty (30) days thereafter, provide written notice thereof to each Holder and, in the General Partner’s or Liquidator’s sole and absolute discretion or as required by the Act, to all other parties with whom the Partnership regularly conducts business (as determined in the sole and absolute discretion of the General Partner or Liquidator), and the General Partner or Liquidator may, or, if required by the Act, shall, publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the sole and absolute discretion of the General Partner or Liquidator).

11.6.Cancellation of Certificate of Limited Partnership. Upon the completion of the liquidation of the Partnership cash and property as provided in Section 11.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed with the Secretary of State, at which time the Partnership shall terminate, all qualifications of the Partnership as a foreign limited partnership or association in jurisdictions other than the State of Delaware shall be cancelled, and such other actions as may be necessary to terminate the Partnership shall be taken.

11.7.Reasonable Time for Winding-Up. A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 11.2 hereof, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between and among the Partners during the period of liquidation; provided, however, reasonable efforts shall be made to complete such winding-up within twenty-four (24) months after the adoption of a plan of liquidation of the General Partner, as provided in Section 562(b)(2)(B) of the Code, if necessary, in the sole and absolute discretion of the General Partner or Liquidator.

ARTICLE 12PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENT OF AGREEMENT; MEETINGS

12.1.Procedures of Actions and Consents of Partners Notices. The actions requiring Consent of any Partner or Partners pursuant to this Agreement or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 12.

12.2.Amendment. The consent of the General Partner shall be required for any amendment to this Agreement. The General Partner, without the consent of any Limited Partner, may amend this Agreement for any of the following purposes:

(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;

(2) to reflect issuance of additional Partnership Units in accordance with the terms of this Agreement, the admission, substitution, termination or withdrawal of Partners, the Transfer of any Partnership Interest in accordance with this Agreement, and to amend the Partnership Register in connection with such admission, substitution, withdrawal, Transfer or adjustment;

(3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material economic respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;

(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including, without limitation, amending Articles 5, 8 and 11 hereof, to appropriately reflect the distributions, allocations, partnership rights and rights upon liquidation (including any preference, priority or subordination thereof) of the additional Partnership Interests so issued in accordance with the terms thereof;

(5) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;

(6) (a) to reflect such changes as are reasonably necessary for the Initial Limited Partner to maintain its status as a REIT or to satisfy the REIT Requirements, (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, the Initial Limited Partner and any Disregarded Entity with respect to the General Partner or the Initial Limited Partner or (c) to ensure that the Partnership will not be classified as a “publicly traded partnership” under Code Section 7704;

(7) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article V or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);

(8) to reflect the issuance of additional Partnership Interests in accordance with Article 4;

(9) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion) in connection with any merger or consolidation of the Partnership with and into the Initial Limited Partner or any wholly-owned subsidiary of the Initial Limited Partner, or any Transfer by the Initial Limited Partner of its interest in the Partnership to any wholly-owned subsidiary of the Initial Limited Partner;

(10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner;

(11) to effect or facilitate a Termination Transaction that, in accordance with Section 7.1(b)(ii) and/or 7.1(c), does not require the consent of any Limited Partner and, if the Partnership is the Surviving Partnership in any Termination Transaction, to modify Section 8.5 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 7.1; and

(12) to reflect modifications as is necessary or desirable to (i) cause the number of Partnership Units issued and outstanding of each Class to equal the number of REIT Shares having the same Class designation as such Class of Partnership Units, (ii) include a provision whereby the distributions made on each Partnership Unit of a given Class shall be the same as distributions made on each REIT Share of the same Class, (iii) include a provision to ensure that the Net Asset Value Per Partnership Unit of a given Class will at all times be equal or substantially equal to the Net Asset Value Per REIT Share of the same Class, and (iv) include a provision whereby the Initial Limited Partner will be issued a Partnership Unit of a particular Class each time it issues a REIT Share of the same Class and contributes (or is deemed to have contributed) the gross proceeds from the issuance of such REIT Share to the Partnership.

Notwithstanding the foregoing, the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests:

(a)any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners;

(b)any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3;

(c)any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or

(d)any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

12.3.Actions and Consents of the Partners.

(a)Meetings of the Partners may be called only by the General Partner to transact any business that the General Partner determines. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty (60) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Unless approval by a different number or proportion of the Partners is required by this Agreement, the affirmative vote of the General Partner and Limited Partners holding more than 50% of the Percentage Interests shall be sufficient to approve such proposal at a meeting of the Partners. Whenever the vote, consent or approval of Partners is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 12.3(b) hereof.

(b)Any action requiring the Consent of any Partner or group of Partners pursuant to this Agreement or that is required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a consent in writing or by electronic transmission setting forth the action so taken or consented to is given by Partners whose affirmative vote would be sufficient to approve such action or provide such Consent at a meeting of the Partners. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as the affirmative vote of such Partners at a meeting of the Partners. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall, to the fullest extent permitted by law, constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time.

(c)Each Partner entitled to act at a meeting of the Partners may authorize any Person or Persons to act for it by proxy on all matters in which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest.

(d)The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than five (5) days, before the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof

(e)Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the Initial Limited Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the Initial Limited Partner’s stockholders.

ARTICLE 13GENERAL PROVISIONS

13.1.Notices. All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses maintained for each Partner on the books and records of the Partnership; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

13.2.Survival of Rights. Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

13.3.Additional Documents. Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

13.4.Severability. If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

13.5.Entire Agreement. This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

13.6.Pronouns and Plurals. When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

13.7.Headings. The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

13.8.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

13.9.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

13.10.Limitation to Preserve REIT Status. Notwithstanding anything else in this Agreement, with respect to any period in which the Initial Limited Partner has elected to be treated as a REIT for federal income tax purposes, to the extent that the amount to be paid, credited, distributed or reimbursed by the Partnership to the Initial Limited Partner or its officers, directors, employees or agents, whether as a reimbursement, fee, expense or indemnity (a “REIT Payment”), would constitute gross income to the Initial Limited Partner for purposes of Code Section 856(c)(2) or Code Section 856(c)(3) that is not described in subsections (A) through (I) of Code Section 856(c)(2) or subsections (A) through (I) of Code Section 856(c)(3), then, notwithstanding any other provision of this Agreement, the amount of such REIT Payments, as selected by the General Partner in its discretion from among items of potential distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any Partnership Year so that the REIT Payments, as so reduced, for or with respect to the Initial Limited Partner shall not exceed the lesser of: an amount equal to the excess, if any, of (i) four percent (4%) of the Initial Limited Partner’s total gross income (but excluding the amount of any REIT Payments and any amounts excluded from gross income pursuant to Section 856(c) of the Code) for the Partnership Year over (ii) the amount of gross income (within the meaning of Code Section 856(c)(2)) derived by the Initial Limited Partner from sources other than those described in subsections (A) through (I) of Code Section 856(c)(2) (but not including the amount of any REIT Payments or any amounts excluded from gross income pursuant to Section 856(c) of the Code); or

(a)an amount equal to the excess, if any, of (i) twenty-four percent (24%) of the Initial Limited Partner’s total gross income (but excluding the amount of any REIT Payments and any amounts excluded from gross income pursuant to Section 856(c) of the Code) for the Partnership Year over (ii) the amount of gross income (within the meaning of Code Section 856(c)(3)) derived by the Initial Limited Partner from sources other than those described in subsections (A) through (I) of Code Section 856(c)(3) (but not including the amount of any REIT Payments or any amounts excluded from gross income pursuant to Section 856(c) of the Code);

provided, however, that the REIT Payments in excess of the amounts set forth in clauses (a) and (b) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts should not adversely affect the Initial Limited Partner’s ability to qualify as a REIT. To the extent that REIT Payments may not be made in a Partnership Year as a consequence of the limitations set forth in this Section 14.10, such REIT Payments shall carry over and shall be treated as arising in the following Partnership Year if such carry over does not adversely affect the Initial Limited Partner’s ability to qualify as a REIT, provided, however, that any such REIT Payment shall not be carried over more than three Partnership Years, and any such remaining payments shall no longer be due and payable. The purpose of the limitations contained in this Section 14.10 is to prevent the Initial Limited Partner from failing to qualify as a REIT under the Code by reason of the Initial Limited Partner’s share of items, including distributions, reimbursements, fees, expenses or indemnities, receivable directly or indirectly from the Partnership, and this Section 14.10 shall be interpreted and applied to effectuate such purpose.

vii

13.11.No Partition. No Partner nor any successor-in-interest to a Partner shall have the right while this Agreement remains in effect to have any property of the Partnership partitioned, or to file a complaint or institute any proceeding at law or in equity to have such property of the Partnership partitioned, and each Partner, on behalf of itself and its successors and assigns hereby waives any such right. It is the intention of the Partners that the rights of the parties hereto and their successors-in-interest to Partnership property, as among themselves, shall be governed by the terms of this Agreement and that the rights of the Partners and their respective successors-in-interest shall be subject to the limitations and restrictions as set forth in this Agreement.

13.12.No Rights as Shareholders. Nothing contained in this Agreement shall be construed as conferring upon the Holders of Partnership Units any rights whatsoever as shareholders of the Initial Limited Partner or as members of the General Partner, including without limitation any right to receive dividends or other distributions made to shareholders of the Initial Limited Partner or to vote or to consent or receive notice as shareholders in respect of any meeting of shareholders of the Initial Limited Partner for the election of directors of the Initial Limited Partner or any other matter.

IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Agreement of Limited Partnership, all as of the date first set forth above.

GENERAL PARTNER:

JLLIPT Holdings GP, LLC

By: Jones Lang LaSalle Income Property Trust, Inc., its sole and managing member

By:    /s/ C. Allan Swaringen        

Name: C. Allan Swaringen

Title: President

INITIAL LIMITED PARTNER:

Jones Lang LaSalle Income Property Trust, Inc.

By:    /s/ C. Allan Swaringen        

Name: C. Allan Swaringen

Title: President

Signature page of Third Amended and Restated Limited Partnership Agreement of

JLLIPT Holdings LP

viii

EXHIBIT A

NOTICE OF EXERCISE OF REDEMPTION RIGHT

In accordance with Section 8.5 of the Third Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP (the “Agreement”), the undersigned hereby irrevocably (i) presents for redemption Partnership Units in JLLIPT Holdings LP in accordance with the terms of the Agreement and the Redemption Right referred to in Section 8.5 thereof, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

Dated:

(Name of Limited Partner)

(Signature of Limited Partner)

(Mailing Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

If REIT Shares are to be issued, issue to:

Name:

Social Security orTax I.D. Number:

A-1

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, C. Allan Swaringen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jones Lang LaSalle Income Property Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2020

/s/    C. ALLAN SWARINGEN

C. Allan Swaringen

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory A. Falk, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jones Lang LaSalle Income Property Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2020

/s/    GREGORY A. FALK

Gregory A. Falk

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jones Lang LaSalle Income Property Trust, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Allan Swaringen, in my capacity as Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    C. ALLAN SWARINGEN

C. Allan Swaringen

President and Chief Executive Officer

May 8, 2020

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jones Lang LaSalle Income Property Trust, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A. Falk, in my capacity as Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    GREGORY A. FALK

Gregory A. Falk

Chief Financial Officer

May 8, 2020

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Property Table 1 - Property listing (Details) $ in Thousands		3 Months Ended
	Mar. 27, 2020 USD ($)	Mar. 31, 2020 USD ($)	Feb. 06, 2020 USD ($) ft²	Jan. 29, 2020 USD ($) ft²
Milford Crossing [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Area of Real Estate Property | ft²				159,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net				$ 42,000
Fountainhead Corporate Park [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Area of Real Estate Property | ft²			295,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net			$ 61,500
24823 Anza Drive [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Real Estate	$ 5,600
Gains (Losses) on Sales of Investment Real Estate		$ 1,724

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Table 1 - Mortgage Notes and Other Debt Payable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End	Mar. 31, 2054
Summary of mortgage notes payable
Notes Payable	$ 1,049,350	$ 843,135
Line of Credit Facility, Interest Rate at Period End	2.34%
Debt Instrument, Interest Rate, Stated Percentage	3.10%
Debt Issuance Costs, Net	$ (5,951)	(6,317)
Mortgage notes and other debt payable, net	1,043,399	836,818
Revolving Credit Facility [Member]
Summary of mortgage notes payable
Revolving Line of Credit	$ 200,000	0
Revolving Credit Facility [Member] | IPT Long-Term Line of Credit [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End	May 25, 2021
Term Loan [Member]
Summary of mortgage notes payable
Long-term Line of Credit	$ 100,000	100,000
Term Loan [Member] | IPT Long-Term Line of Credit [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End	May 25, 2023
Notes Payable to Banks [Member]
Summary of mortgage notes payable
Notes Payable	$ 749,350	$ 743,135
Summit at San Marcos [Member]
Summary of mortgage notes payable
Mortgage notes and other debt payable, net	$ 35,900
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	3.28%

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Common Stock Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Earnings Per Share, Basic and Diluted
Class A Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ (9,849)	$ 55,224
Weighted Average Number of Shares Outstanding, Basic and Diluted	91,730,904	72,309,548
Earnings Per Share, Basic and Diluted	$ (0.11)	$ 0.76
Class M Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ (4,172)	$ 30,623
Weighted Average Number of Shares Outstanding, Basic and Diluted	38,847,788	40,085,862
Earnings Per Share, Basic and Diluted	$ (0.11)	$ 0.76
Class A-I Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ (1,191)	$ 8,475
Weighted Average Number of Shares Outstanding, Basic and Diluted	11,082,858	11,101,704
Earnings Per Share, Basic and Diluted	$ (0.11)	$ 0.76
Class M-I Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ (2,805)	$ 8,016
Weighted Average Number of Shares Outstanding, Basic and Diluted	26,124,774	10,488,323
Earnings Per Share, Basic and Diluted	$ (0.11)	$ 0.76
Class D Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ (532)	$ 4,398
Weighted Average Number of Shares Outstanding, Basic and Diluted	4,957,915	5,758,783
Earnings Per Share, Basic and Diluted	$ (0.11)	$ 0.76

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of $100 per year until September 30, 2021, which will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Presley Uptown allows the unrelated third party joint venture partner, owning a 2.5% interest, to put its interest to us at a market determined value starting September 30, 2022 until September 30, 2024.

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Mortgage Notes and Other Debt Payable

3 Months Ended

Mar. 31, 2020

Mortgage Notes Payable [Abstract]

Debt Disclosure [Text Block]

MORTGAGE NOTES AND OTHER DEBT PAYABLE

Mortgage notes and other debt payable have various maturities through 2054 and consist of the following:

Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of
			March 31, 2020			December 31, 2019
Mortgage notes payable (1)	October 1, 2020 - March 1, 2054	3.00% - 5.30%	$	749,350		$	743,135
Credit facility
Revolving line of credit	May 25, 2021	2.34%	200,000			—
Term loans	May 25, 2023	3.10%	100,000			100,000
TOTAL			$	1,049,350		$	843,135
Net debt discount on assumed debt and debt issuance costs			(5,951		)	(6,317		)
Mortgage notes and other debt payable, net			$	1,043,399		$	836,818

________

(1) On March 31, 2020, we entered into a $35,900 mortgage payable on Summit at San Marcos. The mortgage note is interest only at a rate of 3.28% and matures on April 1, 2030.

Aggregate future principal payments of mortgage notes and other debt payable as of March 31, 2020 are as follows:

Year	Amount
2020	$	23,453
2021	229,626
2022	8,082
2023	230,166
2024	41,393
Thereafter	516,630
Total	$	1,049,350

Credit Facility

On May 26, 2017, we entered into a credit agreement providing for a $250,000 revolving line of credit and unsecured term loan with a syndicate of six lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., and PNC Bank, National Association. The $250,000 credit facility (the "Credit Facility") consists of a $200,000 revolving line of credit (the “Revolving Line of Credit”) and a $50,000 term loan. On August 4, 2017, we expanded our Credit Facility to $300,000. The additional $50,000 borrowing was in the form of a five-year term loan maturing on May 26, 2022. We collectively refer to the two term loans as the "Term Loans". On December 12, 2018, we expanded and extended our Credit Facility to provide for a borrowing capacity of $400,000, by increasing our Revolving Line of Credit to $300,000 with a new maturity date of May 25, 2021. We also extended our Term Loans by one year with new maturity dates of May 25, 2023. The primary interest rate is based on LIBOR, plus a margin ranging from 1.25% to 2.00% depending on our leverage ratio or alternatively, we can choose to borrow at a “base rate” equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) LIBOR plus 1.0%, plus (ii) a margin ranging from 0.25% to 1.00% for base rate loans. The maturity date of the Revolving Line of Credit is May 25, 2021 and contains two 12-month extension options that we may exercise upon (i) payment of an extension fee equal to 0.15% of the gross capacity under the Revolving Line of Credit at the time of the extension, and (ii) compliance with the other conditions set forth in the credit agreement. We intend to use the Revolving Line of Credit to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of March 31, 2020, we believe no material adverse effects had occurred.

Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.

At March 31, 2020, we had $200,000 outstanding under the Revolving Line of Credit at LIBOR plus 1.35% and $100,000 outstanding under the Term Loans at LIBOR plus 1.30%. We swapped the LIBOR portion of our $100,000 in Term Loans to a blended fixed rate of 1.80% (all in rate of 3.10% at March 31, 2020) and swapped $50,000 of the Revolving Line of Credit to a fixed rate of 2.64% (all in rate of 3.99%).

Covenants

At March 31, 2020, we were in compliance with all debt covenants.

Debt Issuance Costs

Debt issuance costs are capitalized, and presented net of mortgage notes and other debt payable, and amortized over the terms of the respective agreements as a component of interest expense. Accumulated amortization of debt issuance costs at March 31, 2020 and December 31, 2019 was $6,080 and $5,993, respectively.

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Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Related Party Transactions (Textual) [Abstract]
Related Party Property Management Services Expense Paid	$ 187	$ 576
Payments for Brokerage Fees	75
Payments of Stock Issuance Costs	5,288	3,961
Accrued Offering Costs	105,510		$ 95,225
Reimbursement of Organization and Offering Expenses	1,714		1,775
Selling commission, Dealer Manager Fee, Distribution Fee [Member]
Related Party Transactions (Textual) [Abstract]
Payments of Stock Issuance Costs	3,590	2,551
Accrued Offering Costs	$ 103,796		93,450
Common Stock [Member]
Related Party Transactions (Textual) [Abstract]
DST Program Selling Commissions	5.00%
DST Program Dealer Manager Fee	1.00%
DST Program Placement Fees	1.00%
DST Program [Member]
Related Party Transactions (Textual) [Abstract]
Payments of Stock Issuance Costs	$ 663
DST Investor Servicing Fees	4
DST Advisor Fees	$ 2
Fixed fee [Member]
Related Party Transactions (Textual) [Abstract]
Management and Advisory Fee Percentage on Net Asset Value	1.25%
Fixed portions of management and advisory fees	$ 6,578	$ 5,233
Manager and advisory fees payable	$ 2,288		$ 2,169
Hurdle Rate [Member]
Related Party Transactions (Textual) [Abstract]
Management and Advisory Fee Percentage on Net Asset Value	7.00%
performance fee [Member]
Related Party Transactions (Textual) [Abstract]
Management and Advisory Fee Percentage on Net Asset Value	10.00%
Manager and advisory fees payable	$ 0

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Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			21 Months Ended	42 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2020	Jul. 05, 2018
Subsequent Event [Line Items]
common stock, authorized in offering of new shares				$ 3,000,000	$ 2,700,000
Common Stock, Dividends, Per Share, Declared		$ 0.135	$ 0.135
Subsequent Event [Member]
Subsequent Event [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0.135

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Consistent with how our chief operating decision makers evaluate performance and manage our properties, the financial information summarized below is presented by operating segment and reconciled to net income for the three months ended March 31, 2020 and 2019.

	Apartment		Industrial		Office		Retail		Other		Total
Assets as of March 31, 2020	$	812,641	$	580,202	$	285,625	$	589,522	$	22,347	$	2,290,337
Assets as of December 31, 2019	797,923		587,321		225,352		549,918		22,350		2,182,864
Three Months Ended March 31, 2020
Capital expenditures by segment	$	1,013	$	272	$	798	$	623	$	—	$	2,706
Revenues:
Rental revenue	$	16,240	$	11,992	$	6,401	$	12,215	$	69	$	46,917
Other revenue	786		108		276		122		451		1,743
Total revenues	$	17,026	$	12,100	$	6,677	$	12,337	$	520	$	48,660
Operating expenses:
Real estate taxes	$	2,898	$	2,101	$	848	$	1,591	$	103	$	7,541
Property operating expenses	4,495		979		1,203		1,874		207		8,758
Total segment operating expenses	$	7,393	$	3,080	$	2,051	$	3,465	$	310	$	16,299
Reconciliation to net income
Property general and administrative											$	2,548
Advisor fees											6,578
Company level expenses											954
Depreciation and amortization											19,056
Total operating expenses											$	45,435
Other income and (expenses):
Interest expense											$	(14,535	)
Loss from unconsolidated real estate affiliates and fund investment											(8,927		)
Income on disposition of property and extinguishment of debt											1,708
Total other income and (expenses)											$	(21,754	)
Net loss											$	(18,529	)
Reconciliation to total consolidated assets as of March 31, 2020
Assets per reportable segments											$	2,290,337
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											479,860
Total consolidated assets											$	2,770,197
Reconciliation to total consolidated assets as of December 31, 2019
Assets per reportable segments											$	2,182,864
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											348,645
Total consolidated assets											$	2,531,509

	Apartment		Industrial		Office		Retail		Other		Total
Three Months Ended March 31, 2019
Capital expenditures by segment	$	998	$	784	$	—	$	2,030	$	16	$	3,828
Revenues:
Rental revenue	$	12,598	$	9,828	$	5,037	$	11,305	$	93	$	38,861
Other revenue	755		351		7		504		651		2,268
Total revenues	$	13,353	$	10,179	$	5,044	$	11,809	$	744	$	41,129
Operating expenses:
Real estate taxes	$	2,369	$	1,690	$	440	$	1,388	$	128	$	6,015
Property operating expenses	3,587		778		1,049		1,647		185		7,246
Total segment operating expenses	$	5,956	$	2,468	$	1,489	$	3,035	$	313	$	13,261
Reconciliation to net income
Property general and administrative											$	296
Advisor fees											5,233
Company level expenses											702
Depreciation and amortization											14,575
Total operating expenses											$	34,067
Other income and (expenses):
Interest expense											$	(9,632	)
Income from unconsolidated real estate affiliates and fund investment											2,197
Gain on disposition of property and extinguishment of debt											107,108
Total other income and (expenses)											$	99,673
Net income											$	106,735

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Mortgage Notes and Other Debt Payable Table 1 - Schedule of Mortgages and Other Notes Payable (Tables)

3 Months Ended

Mar. 31, 2020

Table 1 - Mortgages and Other Debt Payable [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

Mortgage notes and other debt payable have various maturities through 2054 and consist of the following:

Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of
			March 31, 2020			December 31, 2019
Mortgage notes payable (1)	October 1, 2020 - March 1, 2054	3.00% - 5.30%	$	749,350		$	743,135
Credit facility
Revolving line of credit	May 25, 2021	2.34%	200,000			—
Term loans	May 25, 2023	3.10%	100,000			100,000
TOTAL			$	1,049,350		$	843,135
Net debt discount on assumed debt and debt issuance costs			(5,951		)	(6,317		)
Mortgage notes and other debt payable, net			$	1,043,399		$	836,818

________

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Mar. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investment in real estate affiliates accounted for under the equity method of accounting. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of March 31, 2020, our VIEs include The District at Howell Mill, Grand Lakes Marketplace, and Presley Uptown due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us.

Noncontrolling interests represent the minority members’ proportionate share of the equity in our VIEs. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of March 31, 2020, noncontrolling interests represented the minority members’ proportionate share of the equity of the entities listed above as VIEs.

Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of our outside joint venture partners.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March 10, 2020 (our “2019 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, 2019 audited consolidated financial statements included in our 2019 Form 10-K and present interim disclosures as required by the SEC.

The interim financial data as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash

Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At March 31, 2020, our restricted cash balance on our Consolidated Balance Sheets was primarily related to common stock subscriptions received in advance of the issuance of the common stock and loan escrow amounts.

Deferred Expenses

Deferred Expenses

Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at March 31, 2020 and December 31, 2019 was $5,269 and $4,893, respectively.

Revenue Recognition Leases, Operating [Policy Text Block]

Rental Revenue Recognition

We recognize rental revenue from tenants under operating leases on a straight-line basis over the noncancelable term of the lease when collectability of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable, revenue is recorded equal to cash that has been received from the tenant.  We evaluate the collectability of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates, economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

The COVID-19 pandemic has had a negative impact on many of our tenant’s businesses. The duration and extent of the negative effects caused by the COVID-19 pandemic to the economy is uncertain, and as such collectability of certain tenants rent receivable balances in the future is also uncertain. We have taken into account current tenant conditions which include consideration of COVID-19 in our estimation of its uncollectible accounts and deferred rents receivable at March 31, 2020. We are closely monitoring the collectability of such rents and will adjust future estimations as further information is known.

Acquisitions

Acquisitions

We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $69,991 and $67,574 at March 31, 2020 and December 31, 2019, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $10,712 and $10,372 at March 31, 2020 and December 31, 2019, respectively, on the accompanying Consolidated Balance Sheets.

Fair Value Disclosure

Assets and Liabilities Measured at Fair Value

The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.

• Level 2—Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

• Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.

The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Real estate fund investments accounted for under the fair value option fall within Level 3 of the hierarchy. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the three months ended March 31, 2020 and 2019, we recorded a decrease and an increase in fair value classified within the Level 3 category of $8,736 and $1,320, respectively, in our investment in the NYC Retail Portfolio (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments).

We have estimated the fair value of our mortgage notes and other debt payable reflected on the Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable using Level 2 inputs was $10,958 lower and $21,360 higher than the aggregate carrying amounts at March 31, 2020 and December 31, 2019, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our mortgage notes payable.

Derivatives, Reporting of Derivative Activity [Policy Text Block]

Derivative Financial Instruments

We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded as a component of interest expense on our Consolidated Statements of Operations as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps.

As of March 31, 2020, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	6	$	212,800

The fair value of our interest rate swaps represent liabilities of $8,429 and $2,140 at March 31, 2020 and December 31, 2019, respectively.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Issued Accounting Pronouncements

In April 2020, the FASB issued a question and answer document which focused on the application of lease guidance applicable on concessions related to the effects of the COVID–19 pandemic. Per the guidance, companies will be permitted to make an election to account for lease concessions related to the effects of the COVID–19 pandemic consistent with how those concessions would be accounted for under Topic 842, Leases, as though enforceable rights and obligations for those concessions existed.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We will evaluate the impact of the guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326, Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. The guidance was effective for us as of January 1, 2020 and did not have a material impact on our consolidated financial statements.

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Land from VIEs	$ 436,249	$ 430,278
Buildings and equipment from VIEs	1,836,277	1,770,236
Less accumulated depreciation (including from VIEs)	(187,805)	(176,236)
Cash and Cash Equivalents	266,321	77,056
Restricted cash	14,995	36,966
Tenant accounts receivable from VIEs	7,060	6,424
Deferred expenses from VIEs	9,645	9,351
Acquired intangible assets, net	116,417	93,342
Deferred rent receivables from VIEs	20,180	20,407
Prepaid expenses and other assets from VIEs	7,133	10,997
Mortgage notes and other debt payable, net	1,043,399	836,818
Accounts payable and other accrued expenses from VIEs	40,745	55,092
Accrued interest from VIEs	2,346	2,602
Accrued real estate taxes from VIEs	6,117	5,137
Accumulated stock issuance costs	$ 202,705	$ 187,131
Class A Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	91,983,850	88,007,721
Common stock, shares outstanding	91,983,850	88,007,721
Class M Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	37,779,496	39,036,770
Common stock, shares outstanding	37,779,496	39,036,770
Class A-I Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	10,432,175	11,153,567
Common stock, shares outstanding	10,432,175	11,153,567
Class M-I Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	28,106,764	22,589,599
Common stock, shares outstanding	28,106,764	22,589,599
Class D Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	4,957,915	4,957,915
Common stock, shares outstanding	4,957,915	4,957,915
Variable Interest Entity, Primary Beneficiary [Member]
Land from VIEs	$ 22,605	$ 22,605
Buildings and equipment from VIEs	142,872	142,599
Less accumulated depreciation (including from VIEs)	(20,550)	(19,646)
Cash and Cash Equivalents	1,980	2,087
Restricted cash	74	75
Tenant accounts receivable from VIEs	3,441	2,767
Deferred expenses from VIEs	535	558
Acquired intangible assets, net	4,170	5,385
Deferred rent receivables from VIEs	1,199	1,079
Prepaid expenses and other assets from VIEs	185	180
Mortgage notes and other debt payable, net	82,410	82,531
Accounts payable and other accrued expenses from VIEs	1,763	1,500
Accrued interest from VIEs	298	299
Accrued real estate taxes from VIEs	473	515
Below Market Lease, Net		$ 0

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Net income	$ (18,529)	$ 106,735
Adjustments to reconcile income (loss) to net cash provided by operating activities:
Depreciation and amortization	18,933	14,604
Gain on Disposition of Property and extinguishment of debt	(1,724)	(107,108)
Straight line rent	216	(530)
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	8,927	(2,197)
Other Operating Activities, Cash Flow Statement	1,166	1,844
Net changes in assets, liabilities and other	8,754	(1,499)
Net cash provided by operating activities	17,743	11,849
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to Acquire Commercial Real Estate	101,217	44,525
Proceeds from Sale of Real Estate Held-for-investment	5,372	216,010
Payments for Capital Improvements	2,455	4,280
Payments for Deposits on Real Estate Acquisitions	0	3,100
Payments to Acquire Interest in Subsidiaries and Affiliates	(1,130)	(13)
Net cash used in (provided by) investing activities	(99,430)	164,092
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	167,750	74,756
Repurchase of shares	(92,082)	(31,402)
Offering Costs	(5,288)	(3,961)
Distributions to stockholders	(27,562)	(5,370)
Distributions paid to noncontrolling interests	(53)	(96)
Contributions received from noncontrolling interests	1	0
Proceeds from Lines of Credit	200,000	0
Repayments of Lines of Credit	0	(90,000)
Proceeds from Issuance of Long-term Debt	35,900	0
Payments of Debt Issuance Costs	0	7
Principal payments on mortgage notes and other debt payable	(29,685)	(62,005)
Net cash provided by financing activities	248,981	(118,071)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	167,294	57,870
Cash and cash equivalents at the beginning of the period	77,056
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations [Abstract]
Cash and cash equivalents at the end of the period	266,321	80,490
Restricted Cash and Cash Equivalents	14,995	22,649
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	281,316	103,139
Supplemental discolsure of cash flow information:
Interest Paid, Excluding Capitalized Interest, Operating Activities	8,357	7,487
Non-cash activities:
Write-Offs of Receivables	(9)	(24)
Write-offs of retired assets	4,344	1,663
Change in Liability for Capital Expenditures	(251)	452
Business Combination, Consideration Transferred	63	2,100
Liabilities Assumed	538	235
Change in issuance of common stock receivable	2,672	793
Change in accrued offering costs	$ 10,286	$ 2,585

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DST Program (Details) - USD ($) $ in Thousands	Oct. 16, 2019	Mar. 31, 2020
Variable Interest Entity [Line Items]
common stock, value authorized during DST offering	$ 500,000
DST Program [Member]
Variable Interest Entity [Line Items]
Common Stock, Value, Outstanding		$ 16,707
DST Program [Member]
Variable Interest Entity [Line Items]
Deferred Costs		$ 1,047

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Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Segment Reporting Information [Line Items]
Assets	$ 2,770,197		$ 2,531,509
Payments for Capital Improvements	2,455	$ 4,280
Rental revenue	46,917	38,861
Other Revenue (Expense) from Real Estate Operations	1,743	2,268
Total revenues	48,660	41,129
Real estate taxes	7,541	6,015
Property operating	8,758	7,246
Total operating expenses	45,435	34,067
Property general and administrative	2,548	296
Advisory Fees	6,578	5,233
Company Level Expenses	954	702
Depreciation, Depletion and Amortization, Nonproduction	19,056	14,575
Operating income	45,435	34,067
Interest Expense	(14,535)	(9,632)
(Loss) income from unconsolidated real estate affiliates and fund investments	(8,927)	2,197
Gain (Loss) on Extinguishment of Debt	1,708	107,108
Other Nonoperating Income (Expense)	(21,754)	99,673
Income (loss) from continuing operations	(18,529)	106,735
Apartments Segment [Member]
Segment Reporting Information [Line Items]
Assets	812,641		797,923
Payments for Capital Improvements	1,013	998
Rental revenue	16,240	12,598
Other Revenue (Expense) from Real Estate Operations	786	755
Total revenues	17,026	13,353
Real estate taxes	2,898	2,369
Property operating	4,495	3,587
Total operating expenses	7,393	5,956
Industrial Segment [Member]
Segment Reporting Information [Line Items]
Assets	580,202		587,321
Payments for Capital Improvements	272	784
Rental revenue	11,992	9,828
Other Revenue (Expense) from Real Estate Operations	108	351
Total revenues	12,100	10,179
Real estate taxes	2,101	1,690
Property operating	979	778
Total operating expenses	3,080	2,468
Office Segment [Member]
Segment Reporting Information [Line Items]
Assets	285,625		225,352
Payments for Capital Improvements	798	0
Rental revenue	6,401	5,037
Other Revenue (Expense) from Real Estate Operations	276	7
Total revenues	6,677	5,044
Real estate taxes	848	440
Property operating	1,203	1,049
Total operating expenses	2,051	1,489
Retail Segment [Member]
Segment Reporting Information [Line Items]
Assets	589,522		549,918
Payments for Capital Improvements	623	2,030
Rental revenue	12,215	11,305
Other Revenue (Expense) from Real Estate Operations	122	504
Total revenues	12,337	11,809
Real estate taxes	1,591	1,388
Property operating	1,874	1,647
Total operating expenses	3,465	3,035
Other Segments [Member]
Segment Reporting Information [Line Items]
Assets	22,347		22,350
Payments for Capital Improvements	0	16
Rental revenue	69	93
Other Revenue (Expense) from Real Estate Operations	451	651
Total revenues	520	744
Real estate taxes	103	128
Property operating	207	185
Total operating expenses	310	313
Operating Segments [Member]
Segment Reporting Information [Line Items]
Assets	2,290,337		2,182,864
Payments for Capital Improvements	2,706	3,828
Rental revenue	46,917	38,861
Other Revenue (Expense) from Real Estate Operations	1,743	2,268
Total revenues	48,660	41,129
Real estate taxes	7,541	6,015
Property operating	8,758	7,246
Total operating expenses	16,299	$ 13,261
Corporate [Member]
Segment Reporting Information [Line Items]
Assets	$ 479,860		$ 348,645

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Table 2 - Summary of Aggregate Principal Pmts (Tables)

3 Months Ended

Mar. 31, 2020

SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Other Disclosure [Abstract]

Aggregate principal payments of mortgage notes payable

Aggregate future principal payments of mortgage notes and other debt payable as of March 31, 2020 are as follows:

Year	Amount
2020	$	23,453
2021	229,626
2022	8,082
2023	230,166
2024	41,393
Thereafter	516,630
Total	$	1,049,350

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Summary of Significant Accounting Policies Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Derivative Instruments [Table Text Block]

As of March 31, 2020, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	6	$	212,800

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Organization (Details) $ in Thousands			3 Months Ended	21 Months Ended	42 Months Ended
	Oct. 16, 2019 USD ($)	Mar. 03, 2015 USD ($)	Mar. 31, 2020 USD ($) shares	Mar. 31, 2020 USD ($) shares	Jul. 05, 2018 USD ($)	Dec. 31, 2019 shares
Organization (Textual) [Abstract]
Incorporation date			May 28, 2004
common stock, authorized in offering of new shares				$ 3,000,000	$ 2,700,000
Common Stock, Value Authorized during Offering				2,700,000	2,400,000
common stock, authorized in offering for DRIP shares				$ 300,000	$ 300,000
common stock, value authorized during DST offering	$ 500,000
Number Of Stockholders			17,862	17,862
Investment Owned, Balance, Shares | shares			2,521,801	2,521,801
Investment Owned, at Fair Value			$ 30,110	$ 30,110
Consolidated properties [Member]
Organization (Textual) [Abstract]
Number of properties owned			78	78
Number of states			20	20
Class A Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			91,983,850	91,983,850		88,007,721
Class M Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			37,779,496	37,779,496		39,036,770
Class A-I Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			10,432,175	10,432,175		11,153,567
Class M-I Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			28,106,764	28,106,764		22,589,599
Class D Shares [Member]
Organization (Textual) [Abstract]
common stock, value authorized during private offering		$ 350,000
Common Stock, Shares, Outstanding | shares			4,957,915	4,957,915		4,957,915
FOO [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			$ 728,614	$ 728,614
IPO [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			1,138,053	1,138,053
Private Placement [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			68,591	68,591
DST Program [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			$ 16,707	$ 16,707

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Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Investments in real estate:
Land	$ 436,249	$ 430,278
Buildings and equipment	1,836,277	1,770,236
Less accumulated depreciation	(187,805)	(176,236)
Net property and equipment	2,084,721	2,024,278
Equity Method Investments	159,061	159,288
Real Estate Investments, Unconsolidated Real Estate and Other Joint Ventures	84,664	93,400
Real Estate Investment Property, Net	2,328,446	2,276,966
Cash and cash equivalents	266,321	77,056
Restricted Cash and Cash Equivalents	14,995	36,966
Tenant accounts receivable, net	7,060	6,424
Deferred expenses, net	9,645	9,351
Acquired intangible assets, net	116,417	93,342
Deferred rent receivable, net	20,180	20,407
Prepaid expenses and other assets	7,133	10,997
TOTAL ASSETS	2,770,197	2,531,509
LIABILITIES AND EQUITY
Mortgage notes and other debt payable, net	1,043,399	836,818
Accounts payable and other accrued expenses	40,745	55,092
Lease Deposit Liability	15,616	0
Accrued Offering Costs	105,510	95,225
Distributions payable	0	19,888
Accrued interest	2,346	2,602
Accrued real estate taxes	6,117	5,137
Advisor fees payable	2,288	2,169
Acquired intangible liabilities, net	17,427	15,821
TOTAL LIABILITIES	1,233,448	1,032,752
Commitments and contingencies	0	0
Equity:
Additional paid-in capital	1,938,168	1,860,734
Distributions to stockholders	(419,875)	(398,939)
Accumulated deficit	10,734	29,283
Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity	1,530,760	1,492,736
Noncontrolling interests	5,989	6,021
Total equity	1,536,749	1,498,757
TOTAL LIABILITIES AND EQUITY	2,770,197	2,531,509
Class A Shares [Member]
Equity:
Common Stock, Value, Issued	920	880
Class M Shares [Member]
Equity:
Common Stock, Value, Issued	378	390
Class A-I Shares [Member]
Equity:
Common Stock, Value, Issued	104	112
Class M-I Shares [Member]
Equity:
Common Stock, Value, Issued	281	226
Class D Shares [Member]
Equity:
Common Stock, Value, Issued	$ 50	$ 50

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Consolidated Statements of Equity Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Common Stock, Dividends, Per Share, Declared	$ 0.135	$ 0.135

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Common Stock Common Stock (Details Text) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Equity, Class of Treasury Stock [Line Items]
Stock Repurchased During Period, Shares	(7,598,597)	(2,583,618)
Sale of Stock, Consideration Received on Transaction	$ 186,247
stockrepurchaselimit	5.00%
Repurchase of shares	$ (93,164)	$ (31,402)
Common Stock (Textual) [Abstract]
Stock Issued During Period, Shares, Dividend Reinvestment Plan	1,082,296	863,412
Stock Issued During Period, Value, Dividend Reinvestment Plan	$ 13,262	$ 10,483
Weighted Average Number of Outstanding Shares Basic and Diluted	172,744,239	139,744,220
Organization And Offering Expenses Reimbursement period	36 months
Calculation Of Reimbursed Offering Expenses As Specified Percentage Of Gross Proceeds	15.00%
Reimbursement of Organization and Offering Expenses	$ 1,714		$ 1,775
Class A Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	91,983,850		88,007,721
Stock Issued During Period, Shares, New Issues	7,753,710
Stock Repurchased During Period, Shares	(3,722,348)
Conversion of Stock, Shares Issued	(55,233)
Sale of Stock, Consideration Received on Transaction	$ 95,913
Class M Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	37,779,496		39,036,770
Stock Issued During Period, Shares, New Issues	1,100,191
Stock Repurchased During Period, Shares	(1,911,918)
Conversion of Stock, Shares Issued	(445,547)
Sale of Stock, Consideration Received on Transaction	$ 13,487
Class A-I Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	10,432,175		11,153,567
Stock Issued During Period, Shares, New Issues	134,233
Stock Repurchased During Period, Shares	(855,625)
Conversion of Stock, Shares Issued	0
Sale of Stock, Consideration Received on Transaction	$ 1,643
Class M-I Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	28,106,764		22,589,599
Stock Issued During Period, Shares, New Issues	6,125,616
Stock Repurchased During Period, Shares	(1,108,706)
Conversion of Stock, Shares Issued	500,255
Sale of Stock, Consideration Received on Transaction	$ 75,204
Class D Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	4,957,915		4,957,915
Stock Issued During Period, Shares, New Issues	0
Stock Repurchased During Period, Shares	0
Conversion of Stock, Shares Issued	0

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Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Summary of Significant Accounting Policies [Line Items]
Operating Leases, Income Statement, Minimum Lease Revenue	$ 46,917	$ 38,861
Other Revenue (Expense) from Real Estate Operations	$ 1,743	2,268
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Consolidation of variable interest entities, ownership percentage	100.00%
Accumulated amortization of Deferred expenses	$ 5,269		$ 4,893
Finite-Lived Intangible Assets, Accumulated Amortization	69,991		67,574
Finite-Lived intangible liability, Accumulated Amortization	10,712		10,372
Derivative Asset	8,429		2,140
Net Cash Provided by (Used in) Investing Activities	(99,430)	164,092
NYC Retail Portfolio [Member]
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Unrealized Gain (Loss) on Investments	(8,736)	$ 1,320
Level two [Member]
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Mortgage notes payable, fair value	$ 10,958		$ 21,360
Interest Rate Swap [Member]
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Derivative, Number of Instruments Held	6
Derivative, Notional Amount	$ 212,800
Adjustments for New Accounting Pronouncement [Member]
Summary of Significant Accounting Policies [Line Items]
Operating Lease, Right-of-Use Asset	2,172
Ground Leases, Net	$ 2,237

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Label	Element	Value
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 45,269,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 114,022,000

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Unconsolidated Real Estate Affiliates Fair Value Option Investment Table (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Fair Value, Option, Quantitative Disclosures [Line Items]
Revenues	$ 48,660	$ 41,129
Net (loss) income	18,529	(106,735)
Madison NYC Core Retail Partners, L.P. [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Revenues	1,506	2,545
Net Investment Income	1,084	2,127
Unrealized Gain (Loss) on Investments	31,560	(4,771)
Net (loss) income	$ (30,476)	$ 6,898

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Rentals Under Operating Leases

3 Months Ended

Mar. 31, 2020

Rentals Under Operating Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

Minimum future rentals do not include amounts payable by certain tenants based upon a percentage of their gross sales or as reimbursement of property operating expenses. During the three months ended March 31, 2020, no individual tenant accounted for greater than 10% of minimum base rents.

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Common Stock Common Stock

3 Months Ended

Mar. 31, 2020

Common Stock [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

COMMON STOCK

We have five classes of common stock: Class A, Class M, Class A-I, Class M-I, and Class D. The fees payable to LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor and the dealer manager for our offerings (the "Dealer Manager"), with respect to each outstanding share of each class, as a percentage of NAV, are as follows:

	Selling Commission (1)	Dealer Manager Fee (2)
Class A Shares	up to 3.0%	0.85%
Class M Shares	—	0.30%
Class A-I Shares	up to 1.5%	0.30%
Class M-I Shares	—	None
Class D Shares (3)	up to 1.0%	None

________

(1) Selling commissions are paid on the date of sale of our common stock.

(2) We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.

(3) Shares of Class D common stock are only being offered pursuant to a private offering.

The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

Stock Transactions

The stock transactions for each of our classes of common stock for the three months ended March 31, 2020 were as follows:

	Shares of Class A Common Stock		Shares of Class M Common Stock		Shares of Class A-I Common Stock		Shares of Class M-I Common Stock		Shares of Class D Common Stock
Balance, December 31, 2019	88,007,721		39,036,770		11,153,567		22,589,599		4,957,915
Issuance of common stock	7,753,710		1,100,191		134,233		6,125,616		—
Repurchase of common stock	(3,722,348	)	(1,911,918	)	(855,625	)	(1,108,706	)	—
Share conversions	(55,233	)	(445,547	)	—		500,255		—
Balance, March 31, 2020	91,983,850		37,779,496		10,432,175		28,106,764		4,957,915

Stock Issuances

The stock issuances for our classes of common stock, including those issued through our distribution reinvestment plan, for the three months ended March 31, 2020 were as follows:

	Three Months Ended March 31, 2020
	# of shares	Amount
Class A Shares	7,753,710	$	95,913
Class M Shares	1,100,191	13,487
Class A-I Shares	134,233	1,643
Class M-I Shares	6,125,616	75,204
Total		$	186,247

Share Repurchase Plan

Our share repurchase plan allows stockholders, subject to a one-year holding period, with certain exceptions, to request that we repurchase all or a portion of their shares of common stock on a daily basis at that day's NAV per share, limited to 5% of aggregate Company NAV per quarter. For the three months ended March 31, 2020, we repurchased 7,598,597 shares of common stock in the amount of $93,164. During the three months ended March 31, 2019, we repurchased 2,583,618 shares of common stock in the amount of $31,402.

Distribution Reinvestment Plan

Pursuant to our distribution reinvestment plan, holders of shares of any class of our common stock may elect to have their cash distributions reinvested in additional shares of our common stock at the NAV per share applicable to the class of shares being purchased on the distribution date. For the three months ended March 31, 2020, we issued 1,082,296 shares of common stock for $13,262 under the distribution reinvestment plan. For the three months ended March 31, 2019, we issued 863,412 shares of common stock for $10,483 under the distribution reinvestment plan.

Earnings Per Share

We compute net income per share for Class A, Class M, Class A-I, Class M-I and Class D common stock using the two-class method. Our Advisor may earn a performance fee (see Note 9-Related Party Transactions), which may impact the net income of each class of common stock differently. In periods where no performance fee is recognized in our Consolidated Statements of Operations and Comprehensive Income, the net income per share will be the same for each class of common stock.

Basic and diluted net income per share for each class of common stock is computed using the weighted-average number of common shares outstanding during the period for each class of common stock. We have not issued any dilutive or potentially dilutive securities, and thus the basic and diluted net income per share for a given class of common stock is the same for each period presented.

The following table sets forth the computation of basic and diluted net income per share for each of our Class A, Class M, Class A-I, Class M-I and Class D common stock:

	Three Months Ended March 31, 2020
	Class A			Class M			Class A-I			Class M-I			Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	(9,849	)	$	(4,172	)	$	(1,191	)	$	(2,805	)	$	(532	)
Weighted average number of common shares outstanding	91,730,904			38,847,788			11,082,858			26,124,774			4,957,915
Basic and diluted net loss per share:	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	(0.11	)
	Three Months Ended March 31, 2019
	Class A			Class M			Class A-I			Class M-I			Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	55,224		$	30,623		$	8,475		$	8,016		$	4,398
Weighted average number of common shares outstanding	72,309,548			40,085,862			11,101,704			10,488,323			5,758,783
Basic and diluted net loss per share:	$	0.76		$	0.76		$	0.76		$	0.76		$	0.76

Organization and Offering Costs

Organization and offering costs include, but are not limited to, legal, accounting, printing fees and personnel costs of our Advisor attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC, or in a private placement, and in the various states and filing fees incurred by our Advisor. LaSalle agreed to fund our organization and offering expenses for the Second Extended Public Offering until July 6, 2018, the day the registration statement was declared effective by the SEC, following which time we commenced reimbursing LaSalle over 36 months. Following the Second Extended Public Offering commencement date, we began paying directly or reimbursing LaSalle if it pays on our behalf any organization and offering costs incurred during the Second Extended Public Offering period (other than selling commissions and dealer manager fees) as and when incurred. After the termination of the Second Extended Public Offering, LaSalle has agreed to reimburse us to the extent that the organization and offering costs that we incur exceed 15% of our gross proceeds from the Second Extended Public Offering. Organization costs are expensed, whereas offering costs are recorded as a reduction of capital in excess of par value. As of March 31, 2020 and December 31, 2019, LaSalle had paid $1,714 and $1,775, respectively, of organization and offering costs on our behalf which we had not yet reimbursed. These costs are included in accrued offering costs on the Consolidated Balance Sheets.

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Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
South Beach Parking Garage [Member]
Other Commitments [Line Items]
Payments for Rent	$ 100

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Organization

3 Months Ended

Mar. 31, 2020

Organization [Abstract]

Nature of Operations [Text Block]

NOTE 1—ORGANIZATION

General

Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to Jones Lang LaSalle Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.

Jones Lang LaSalle Income Property Trust, Inc. is an externally advised, daily valued perpetual-life real estate investment trust ("REIT") that owns and manages a diversified portfolio of apartment, industrial, office, retail and other properties located in the United States. Over time our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and may be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December31, 2004, when we first elected REIT status. As of March 31, 2020, we owned interests in a total of 78 properties, located in 20 states.

We own, and plan to continue to own, all or substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are the initial limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold all or substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). This structure is intended to facilitate tax-deferred contributions of properties to our operating partnership in exchange for limited partnership interests in our operating partnership. A transfer of property directly to a REIT in exchange for shares of common stock of a REIT is generally a taxable transaction to the transferring property owner. In an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction.

From our inception to January 15, 2015, we raised equity proceeds through various public and private offerings of shares of our common stock. On January 16, 2015, our follow-on Registration Statement on Form S-11 was declared effective by the Securities and Exchange Commission (the "SEC") with respect to our continuous public offering of up to $2,700,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,400,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan (the “First Extended Public Offering”). As of July 6, 2018, the date our First Extended Public Offering terminated, we had raised aggregate gross proceeds from the sale of shares of our common stock in our First Extended Public Offering of $1,138,053.

On July 6, 2018, the SEC declared our second follow-on Registration Statement on Form S-11 (the "Second Extended Public Offering") effective (Commission File No. 333-222533) to offer up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We reserve the right to terminate the Second Extended Public Offering at any time and to extend the Second Extended Public Offering term to the extent permissible under applicable law. As of March 31, 2020, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Second Extended Public Offering of $728,614.

On March 3, 2015, we commenced a private offering (the "Follow-on Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of March 31, 2020, we have raised aggregate gross proceeds from the sale of shares of our Class D common stock in our Follow-on Private Offering of $68,591.

On October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $500,000, which our board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act of 1933, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of March 31, 2020, we have raised $16,707 from our DST Program.

As of March 31, 2020, 91,983,850 shares of Class A common stock, 37,779,496 shares of Class M common stock, 10,432,175 shares of Class A-I common stock, 28,106,764 shares of Class M-I common stock, and 4,957,915 shares of Class D common stock were outstanding and held by a total of 17,862 stockholders.

LaSalle acts as our advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2020, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of and compensated by our Advisor. We have no employees, as all operations are managed by our Advisor.

LaSalle is a wholly-owned, but operationally independent subsidiary of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of March 31, 2020, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of $30,110.

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Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues:
Rental revenue	$ 46,917	$ 38,861
Other Revenue (Expense) from Real Estate Operations	1,743	2,268
Total revenues	48,660	41,129
Operating expenses:
Real estate taxes	7,541	6,015
Property operating	8,758	7,246
Property general and administrative	2,548	296
Advisory Fees	6,578	5,233
Company Level Expenses	954	702
Depreciation and amortization	19,056	14,575
Total operating expenses	45,435	34,067
Operating income	45,435	34,067
Other income and (expenses):
Interest expense	(14,535)	(9,632)
(Loss) income from unconsolidated real estate affiliates and fund investments	(8,927)	2,197
Gain on disposition of property and extinguishment of debt	(1,708)	(107,108)
Total other income and (expenses)	(21,754)	99,673
Net (loss) income	(18,529)	106,735
Less: Net (loss) income attributable to the noncontrolling interests	(20)	1
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc.	$ (18,549)	$ 106,736
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted
Weighted average common stock outstanding-basic and diluted	172,744,239	139,744,220
Class A Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	$ (0.11)	$ 0.76
Class M Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	(0.11)	0.76
Class A-I Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	(0.11)	0.76
Class M-I Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	(0.11)	0.76
Class D Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	$ (0.11)	$ 0.76

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Rentals Under Operating Leases Rentals Under Operating Leases (Tables)

3 Months Ended

Mar. 31, 2020

Operating Leased Assets [Line Items]

Schedule of Property Subject to or Available for Operating Lease [Table Text Block]

We receive rental income from operating leases. The minimum future rentals from consolidated properties based on operating leases in place at March 31, 2020 are as follows:

Year	Amount
2020	$	104,452
2021	104,044
2022	90,971
2023	80,225
2024	67,949
Thereafter	228,694
Total	$	676,335

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Unconsolidated Real Estate Affiliates Equity Method Investments (Tables)

3 Months Ended

Mar. 31, 2020

Equity Method Investments [Abstract]

Equity Method Investments [Table Text Block]

Unconsolidated Real Estate Affiliates

In addition to investments in consolidated properties we may make investments in real estate which are classified as unconsolidated real estate affiliates under GAAP. The following represent our unconsolidated real estate affiliates as of March 31, 2020 and December 31, 2019.

				Carrying Amount of Investment
Property	Property Type	Location	Acquisition Date	March 31, 2020		December 31, 2019
Chicago Parking Garage	Other	Chicago, IL	December 23, 2014	$	16,039	$	15,741
Pioneer Tower	Office	Portland, OR	June 28, 2016	109,250		109,653
The Tremont	Apartment	Burlington, MA	July 19, 2018	21,586		21,571
The Huntington	Apartment	Burlington, MA	July 19, 2018	12,186		12,323
Total				$	159,061	$	159,288

Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Total revenues	$	4,396		$	4,830
Total operating expenses	4,053			3,993
Operating income	$	343		$	837
Interest expense	534			541
Net (loss) income	$	(191	)	$	296

Fair Value Option, Disclosures [Table Text Block]

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Total revenue	$	1,506		$	2,545
Net investment income	1,084			2,127
Net change in unrealized (loss) gain on investment in real estate venture	(31,560		)	4,771
Net (loss) income	$	(30,476	)	$	6,898

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Event [Line Items]

Subsequent Events

SUBSEQUENT EVENTS

On May 5, 2020, our board of directors approved a gross dividend for the second quarter of 2020 of $0.135 per share to stockholders of record as of June 24, 2020. The dividend will be paid on or around June 29, 2020. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive $0.135 per share, less applicable class-specific fees, if any.

On May 5, 2020, we renewed our Advisory Agreement for a one-year term expiring on June 5, 2021, without any other changes.

On May 6, 2020, we entered into the Third Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP (the “Third Amended LPA”). The changes to the Third Amended LPA provides unit holders with the flexibility to convert from one class of partnership units to another at a defined conversion rate based on the NAV of the classes of units.

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transaction, Due from (to) Related Party [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Pursuant to our Advisory Agreement with LaSalle, we pay a fixed advisory fee of 1.25% of our NAV calculated daily. The Advisory Agreement allows for a performance fee to be earned for each share class based on the total return of that share class during the calendar year. The performance fee is calculated as 10% of the return in excess of 7% per annum. The term of our Advisory Agreement expires June 5, 2020, subject to an unlimited number of successive one year renewals.

Fixed advisory fees for the three months ended March 31, 2020 and 2019 were $6,578 and $5,233, respectively. There were no performance fees for the three months ended March 31, 2020 and 2019. Included in Advisor fees payable at March 31, 2020 was $2,288 of fixed fee expense. Included in Advisor fees payable for the year ended December 31, 2019 was $2,169 of fixed fee expense.

We pay Jones Lang LaSalle Americas, Inc. (“JLL Americas”), an affiliate of our Advisor, for property management, construction management, leasing, mortgage brokerage and sales brokerage services performed at various properties we own. For the three months ended March 31, 2020 and 2019, JLL Americas was paid $187 and $576, respectively, for property management and leasing services. During the three months ended March 31, 2020, we paid JLL Americas $75 in sales brokerage fees.

We pay the Dealer Manager selling commissions and dealer manager fees in connection with our offerings. For the three months ended March 31, 2020 and 2019, we paid the Dealer Manager selling commissions and dealer manager fees totaling $3,590 and $2,551, respectively. A majority of the selling commissions and dealer manager fees are reallowed to participating broker-dealers. Included in Accrued offering costs, at March 31, 2020 and December 31, 2019, were $103,796 and $93,450 of future dealer manager fees payable, respectively.

As of March 31, 2020 and December 31, 2019, we owed $1,714 and $1,775, respectively, for organization and offering costs paid by LaSalle (see Note 6-Common Stock). These costs are included in Accrued offering costs.

LaSalle Investment Management Distributors, LLC also serves as the dealer manager for the DST Program on a “best efforts” basis. Our taxable REIT subsidiary, which is a wholly owned subsidiary of our operating partnership, will pay the Dealer Manager upfront selling commissions, upfront dealer manager fees and placement fees of up to 5.0%, 1.0% and 1.0%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. All upfront selling commissions and upfront dealer manager fees are reallowed to participating broker-dealers. For the three months ending March 31, 2020, the taxable REIT subsidiary paid $663 to the Dealer Manager. In addition, the Dealer Manager may receive an ongoing investor servicing fee that is calculated daily on a continuous basis from year to year equal to 1/365th of (a) 0.25% of the total equity of each outstanding unit of beneficial interest for such day, payable by the Delaware statutory trusts; (b) 0.85% of the NAV of each outstanding Class A operating partnership unit, 0.30% of the NAV of each outstanding Class M operating partnership or 0.30% of the NAV of each outstanding Class A-I operating partnership unit for such day issued in connection with our operating partnership's fair market value purchase option, payable by our operating partnership; and (c) 0.85% of the NAV of each outstanding Class A share, 0.30% of the NAV of each outstanding Class M share or 0.30% of the NAV of each outstanding Class A-I share for such day issued in connection with the investors' redemption right, payable by us. The investor servicing fee may continue for so long as the investor in the DST Program holds beneficial interests, Class A operating partnership units or Class A shares that were issued in connection with the DST Program. No investor servicing fee will be paid on Class M-I operating partnership units or Class M-I shares. For the three months ending March 31, 2020, the Delaware statutory trust paid $4 in investor servicing fees to the Dealer Manager in connection with the DST Program.

LaSalle will also serve as the manager for the DST Program. Each Delaware statutory trust may pay the manager a management fee equal to a to-be-agreed upon percentage of the total equity of such Delaware statutory trust. For the three months ending March 31, 2020, the Delaware statutory trust paid $2 in management fees to our Advisor in connection with the DST Program.

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Unconsolidated Real Estate Affiliates

3 Months Ended

Mar. 31, 2020

Unconsolidated Real Estate [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

UNCONSOLIDATED REAL ESTATE AFFILIATES AND FUND INVESTMENTS

Unconsolidated Real Estate Affiliates

In addition to investments in consolidated properties we may make investments in real estate which are classified as unconsolidated real estate affiliates under GAAP. The following represent our unconsolidated real estate affiliates as of March 31, 2020 and December 31, 2019.

				Carrying Amount of Investment
Property	Property Type	Location	Acquisition Date	March 31, 2020		December 31, 2019
Chicago Parking Garage	Other	Chicago, IL	December 23, 2014	$	16,039	$	15,741
Pioneer Tower	Office	Portland, OR	June 28, 2016	109,250		109,653
The Tremont	Apartment	Burlington, MA	July 19, 2018	21,586		21,571
The Huntington	Apartment	Burlington, MA	July 19, 2018	12,186		12,323
Total				$	159,061	$	159,288

Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Total revenues	$	4,396		$	4,830
Total operating expenses	4,053			3,993
Operating income	$	343		$	837
Interest expense	534			541
Net (loss) income	$	(191	)	$	296

Real Estate Fund Investment

NYC Retail Portfolio

On December 8, 2015, a wholly-owned subsidiary of the Company acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P., which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the greater New York City area (the “NYC Retail Portfolio”), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion was approximately $85,600 including closing costs. As of March 31, 2020, the NYC Retail Portfolio owned 8 retail properties totaling approximately 1,938,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens and New Jersey.

At acquisition we made the election to account for our interest in the NYC Retail Portfolio under the fair value option. This fair value election was made as the investment is in the form of a commingled fund with institutional partners where fair value accounting provides the most relevant information about the financial condition of the investment. We record increases and decreases in our investment each reporting period based on the change in the fair value of the investment as estimated by the general partner. Critical inputs to NAV estimates include valuations of the underlying real estate assets which incorporate investment-specific assumptions such as discount rates, capitalization rates and rental growth rates. We did not consider adjustments to NAV estimates provided by the general partner, including adjustments for any restrictions to the transferability of ownership interests embedded within the investment agreement to which we are a party, to be necessary based upon (1) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investment level, (2) consideration of market demand for the retail assets held by the venture, and (3) contemplation of real estate and capital markets conditions in the localities in which the venture operates. We have no unfunded commitments. Our investment in the NYC Retail Portfolio is presented on our Consolidated Balance Sheets within real estate fund investment. Changes in the fair value of our investment as well as cash distributions received are recorded on our Consolidated Statements of Operations within income from unconsolidated real estate affiliates and fund investments. As of March 31, 2020 and December 31, 2019, the carrying amount of our investment in the NYC Retail Portfolio was $84,664 and $93,400, respectively. During the three months ended March 31, 2020, we recorded a decrease in fair value of our investment in the NYC Retail Portfolio of $8,736 and received no cash distributions. On March 4, 2020, a retail property in the NYC Retail Portfolio with a square footage of 74,000 was sold and the mortgage loan was extinguished. During the three months ended March 31, 2019, we recorded an increase in fair value of our investment in the NYC Retail Portfolio of $1,320. During the three months ended March 31, 2019, we received distributions of income totaling $581. This cash distribution of income increased income from unconsolidated real estate affiliates and fund investments. On January 7, 2019, two retail properties in the NYC Retail Portfolio with a combined 148,000 square feet were sold and the mortgage loans were extinguished.

Summarized Statement of Operations—NYC Retail Portfolio Investment—Fair Value Option Investment

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Total revenue	$	1,506		$	2,545
Net investment income	1,084			2,127
Net change in unrealized (loss) gain on investment in real estate venture	(31,560		)	4,771
Net (loss) income	$	(30,476	)	$	6,898

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Property Table 2 Schedule of Purchase Price Allocations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Land	$ 436,249	$ 430,278
Buildings and equipment	1,836,277	$ 1,770,236
Property, Plant and Equipment, Other Types [Member]
Property, Plant and Equipment [Line Items]
Land	7,066
Buildings and equipment	67,224
Finite-Lived Intangible Asset, Acquired-in-Place Leases	29,712
Finite-Lived Intangible Asset, Off-market Lease, Favorable, Gross	71
Off-market Lease, Unfavorable	(2,318)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ (101,755)
Minimum [Member]
Property, Plant and Equipment [Line Items]
Finite-Lived Intangible Assets, Remaining Amortization Period	5 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Finite-Lived Intangible Assets, Remaining Amortization Period	154 months

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Table 2 - Summary of Aggregate Principle (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Long-term Debt, Fiscal Year Maturity [Abstract]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	$ 23,453
Long-term Debt, Maturities, Repayments of Principal in Year Two	229,626
Long-term Debt, Maturities, Repayments of Principal in Year Three	8,082
Long-term Debt, Maturities, Repayments of Principal in Year Four	230,166
Long-term Debt, Maturities, Repayments of Principal in Year Five	41,393
Long-term Debt, Maturities, Repayments of Principal after Year Five	516,630
Notes Payable	$ 1,049,350	$ 843,135

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DST Program (Notes)

3 Months Ended

Mar. 31, 2020

Variable Interest Entity [Line Items]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 7—DST PROGRAM

On October 16, 2019, we, through our operating partnership, initiated the DST Program to raise up to 500,000 in private placements through the sale of beneficial interests in specific Delaware statutory trusts (“DST”) holding DST Properties, which may be sourced from our existing portfolio or from newly acquired properties sourced from third parties. Each DST Property will be leased back by a wholly owned subsidiary of our operating partnership on a long-term basis of up to ten years pursuant to a master lease agreement. The master lease agreements are expected to be guaranteed by our operating partnership. As compensation for the master lease guarantee, our operating partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors at any time after two years from the closing of the applicable DST offering in exchange for operating partnership units or cash, at our discretion.

The sale of beneficial interests in the DST Property will be accounted for as a failed sale-leaseback transaction due to the fair market value purchase option retained by the operating partnership and as such, the property will remain on our books and records. The proceeds received from each DST offering will be accounted for as a financing obligation on the Consolidated Balance Sheets. Upfront costs incurred for services provided to the DST totaling $1,047 are accounted for as deferred loan costs and are netted against the financing obligation.

Under the master lease, we are responsible for subleasing the DST Property to tenants, for covering all costs associated with operating the underlying DST Property, and for paying base rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payments accounted for using the interest method whereby a portion is accounted for as interest expense and a portion is accounted for as a reduction of the outstanding principal balance of the financing obligation. For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on our Consolidated Statements of Operations and Comprehensive Income. The net amount we receive from the underlying DST Properties may be more or less than the amount we pay to the investors in the specific DST and could fluctuate over time.

As of as of March 31, 2020, we have sold approximately $16,707 in interests related to the DST Program.

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Property Business Combination (Notes)

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Real Estate Disclosure [Text Block]

PROPERTY

The primary reason we make acquisitions of real estate investments in the apartment, industrial, office, retail and other property sectors is to invest capital contributed by stockholders in a diversified portfolio of real estate assets. All references to square footage and units are unaudited.

Acquisitions

On January 29, 2020, we acquired Milford Crossing, a 159,000 square foot, grocery-anchored retail center located in Milford, Massachusetts, for approximately $42,000. The acquisition was funded with cash on hand.

On February 6, 2020, we acquired Fountainhead Corporate Park, a 295,000 square foot, two-building Class A office portfolio comprised of two six-story buildings located in the Phoenix, Arizona submarket of Tempe for approximately $61,500. The acquisition was funded with cash on hand.

We allocated the purchase price for our 2020 acquisitions in accordance with authoritative guidance as follows:

	2020 Acquisitions
Land	$	7,066
Building and equipment	67,224
In-place lease intangible (acquired intangible assets)	29,712
Above-market lease intangible (acquired intangible assets)	71
Below-market lease intangible (acquired intangible liabilities)	(2,318		)
	$	101,755
Amortization period for intangible assets and liabilities	5 - 154 months

Disposition

On March 27, 2020, we sold 24823 Anza Drive for approximately $5,600 less closing costs. We recorded a gain on the sale of the property in the amount of $1,724.

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Segment Reporting

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

SEGMENT REPORTING

We have five reportable operating segments: apartment, industrial, office, retail and other properties. Consistent with how our chief operating decision makers evaluate performance and manage our properties, the financial information summarized below is presented by operating segment and reconciled to net income for the three months ended March 31, 2020 and 2019.

	Apartment		Industrial		Office		Retail		Other		Total
Assets as of March 31, 2020	$	812,641	$	580,202	$	285,625	$	589,522	$	22,347	$	2,290,337
Assets as of December 31, 2019	797,923		587,321		225,352		549,918		22,350		2,182,864
Three Months Ended March 31, 2020
Capital expenditures by segment	$	1,013	$	272	$	798	$	623	$	—	$	2,706
Revenues:
Rental revenue	$	16,240	$	11,992	$	6,401	$	12,215	$	69	$	46,917
Other revenue	786		108		276		122		451		1,743
Total revenues	$	17,026	$	12,100	$	6,677	$	12,337	$	520	$	48,660
Operating expenses:
Real estate taxes	$	2,898	$	2,101	$	848	$	1,591	$	103	$	7,541
Property operating expenses	4,495		979		1,203		1,874		207		8,758
Total segment operating expenses	$	7,393	$	3,080	$	2,051	$	3,465	$	310	$	16,299
Reconciliation to net income
Property general and administrative											$	2,548
Advisor fees											6,578
Company level expenses											954
Depreciation and amortization											19,056
Total operating expenses											$	45,435
Other income and (expenses):
Interest expense											$	(14,535	)
Loss from unconsolidated real estate affiliates and fund investment											(8,927		)
Income on disposition of property and extinguishment of debt											1,708
Total other income and (expenses)											$	(21,754	)
Net loss											$	(18,529	)
Reconciliation to total consolidated assets as of March 31, 2020
Assets per reportable segments											$	2,290,337
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											479,860
Total consolidated assets											$	2,770,197
Reconciliation to total consolidated assets as of December 31, 2019
Assets per reportable segments											$	2,182,864
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											348,645
Total consolidated assets											$	2,531,509

	Apartment		Industrial		Office		Retail		Other		Total
Three Months Ended March 31, 2019
Capital expenditures by segment	$	998	$	784	$	—	$	2,030	$	16	$	3,828
Revenues:
Rental revenue	$	12,598	$	9,828	$	5,037	$	11,305	$	93	$	38,861
Other revenue	755		351		7		504		651		2,268
Total revenues	$	13,353	$	10,179	$	5,044	$	11,809	$	744	$	41,129
Operating expenses:
Real estate taxes	$	2,369	$	1,690	$	440	$	1,388	$	128	$	6,015
Property operating expenses	3,587		778		1,049		1,647		185		7,246
Total segment operating expenses	$	5,956	$	2,468	$	1,489	$	3,035	$	313	$	13,261
Reconciliation to net income
Property general and administrative											$	296
Advisor fees											5,233
Company level expenses											702
Depreciation and amortization											14,575
Total operating expenses											$	34,067
Other income and (expenses):
Interest expense											$	(9,632	)
Income from unconsolidated real estate affiliates and fund investment											2,197
Gain on disposition of property and extinguishment of debt											107,108
Total other income and (expenses)											$	99,673
Net income											$	106,735

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Unconsolidated Real Estate Affiliates (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) ft² Rate	Mar. 31, 2019 USD ($) ft²	Dec. 31, 2019 USD ($)	Dec. 08, 2015 USD ($)
Real Estate Properties [Line Items]
Equity Method Investments	$ 159,061		$ 159,288
Real Estate Investments, Unconsolidated Real Estate and Other Joint Ventures	$ 84,664		93,400
Debt Instrument, Interest Rate, Stated Percentage | Rate	3.10%
Notes Payable	$ 1,049,350		843,135
SUMMARIZED COMBINED STATEMENTS OF OPERATIONS-UNCONSOLIDATED REAL ESTATE AFFILIATES
Total revenues	48,660	$ 41,129
Operating Income (Loss)	45,435	34,067
Interest Expense	14,535	9,632
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	(18,549)	106,736
Chicago Parking Garage [Member]
Real Estate Properties [Line Items]
Equity Method Investments	16,039		15,741
Pioneer Tower [Member]
Real Estate Properties [Line Items]
Equity Method Investments	109,250		109,653
The Tremont [Member]
Real Estate Properties [Line Items]
Equity Method Investments	21,586		21,571
The Huntington [Member]
Real Estate Properties [Line Items]
Equity Method Investments	12,186		12,323
Unconsolidated Real Estate Affiliates [Member]
SUMMARIZED COMBINED STATEMENTS OF OPERATIONS-UNCONSOLIDATED REAL ESTATE AFFILIATES
Total revenues	4,396	4,830
Operating Expenses	4,053	3,993
Operating Income (Loss)	343	837
Interest Expense	534	541
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	$ (191)	296
NYC Retail Portfolio [Member]
Real Estate Properties [Line Items]
Area of Real Estate Property | ft²	1,938,000
Real Estate Investments, Unconsolidated Real Estate and Other Joint Ventures	$ 84,664		$ 93,400	$ 85,600
Real Estate Property Ownership Percentage				14.00%
Unrealized Gain (Loss) on Investments	$ (8,736)	1,320
Investment Company, Dividend Distribution		$ 581
Area of unconsolidated real estate property sold | ft²	74,000	148,000
Madison NYC Core Retail Partners, L.P. [Member]
Real Estate Properties [Line Items]
Unrealized Gain (Loss) on Investments	$ (31,560)	$ 4,771
SUMMARIZED COMBINED STATEMENTS OF OPERATIONS-UNCONSOLIDATED REAL ESTATE AFFILIATES
Total revenues	$ 1,506	$ 2,545
NYC Retail Portfolio [Member]
Real Estate Properties [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners				49.00%
Madison NYC Core Retail Partners, L.P. [Member]
Real Estate Properties [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners				28.00%

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Mortgage Notes and Other Debt Payable Text Detail (Details Textual) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Dec. 12, 2018	Aug. 04, 2017	May 26, 2017
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.10%
Notes Payable	$ 1,049,350	$ 843,135
Debt Instrument, Maturity Date Range, End	Mar. 31, 2054
Line of Credit Facility, Maximum Borrowing Capacity			$ 400,000	$ 300,000	$ 250,000
Revolving Line of Credit, Maximum Borrowing Capacity					200,000
Term Loan, Maximum Borrowing Capacity					$ 50,000
Amortization of Debt Issuance Costs	$ 6,080	5,993
Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	3.00%
Debt Instrument, Basis Spread on Variable Rate	1.25%
Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	5.30%
Debt Instrument, Basis Spread on Variable Rate	2.00%
IPT Long-Term Line of Credit [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	2.58%
IPT Long-Term Line of Credit [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	3.10%
IPT Long-Term Line of Credit [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	3.10%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving Line of Credit	$ 200,000	0
Derivative, Fixed Interest Rate	1.35%
Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	3.99%
Revolving Credit Facility [Member] | IPT Long-Term Line of Credit [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End	May 25, 2021
Term Loan [Member]
Debt Instrument [Line Items]
Long-term Line of Credit	$ 100,000	$ 100,000
Derivative, Fixed Interest Rate	1.30%
Term Loan [Member] | IPT Long-Term Line of Credit [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End	May 25, 2023
Swap [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving Line of Credit	$ 50,000
Debt Instrument, Basis Spread on Variable Rate	2.64%
Swap [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.80%

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Rentals Under Operating Leases Rentals Under Operating Leases (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Property Subject to or Available for Operating Lease [Line Items]
Operating Leases, Future Minimum Payments Receivable, Current	$ 104,452
Operating Leases, Future Minimum Payments Receivable, in Two Years	104,044
Operating Leases, Future Minimum Payments Receivable, in Three Years	90,971
Operating Leases, Future Minimum Payments Receivable, in Four Years	80,225
Operating Leases, Future Minimum Payments Receivable, in Five Years	67,949
Operating Leases, Future Minimum Payments Receivable, Thereafter	228,694
Operating Leases, Future Minimum Payments Receivable	$ 676,335

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 08, 2020
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Registrant Name	Jones Lang LaSalle Income Property Trust, Inc.
Entity Central Index Key	0001314152
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Class A [Member]
Entity Common Stock, Shares Outstanding		86,350,087
Class M [Member]
Entity Common Stock, Shares Outstanding		41,561,344
Common Class A-I [Member]
Entity Common Stock, Shares Outstanding		11,242,063
Common Class M-I [Member]
Entity Common Stock, Shares Outstanding		20,256,735
Common Class D [Member]
Entity Common Stock, Shares Outstanding		4,957,915

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Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Distributions to Stockholders [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]
Shares, Issued		138,148,451
Beginning balance at Dec. 31, 2018	$ 1,187,292	$ 1,382	$ 1,568,474	$ (318,780)	$ (70,650)	$ 6,866
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	70,549	57	70,492
Repurchase of shares	(31,402)	$ (26)	(31,376)
Offering costs	(6,546)		(6,546)
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture		7,413
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture	40		40
Net income	106,735				106,736	(1)
Cash distributed to noncontrolling interests	(96)					(96)
Distribution declared	(16,990)			(16,990)
Ending balance at Mar. 31, 2019	$ 1,309,582	$ 1,413	1,601,084	(335,770)	36,086	6,769
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)		5,762,222
Stock Repurchased During Period, Shares	(2,583,618)	(2,583,618)
Shares, Outstanding		141,334,468
Shares, Issued		165,745,572
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	$ 1					1
Beginning balance at Dec. 31, 2019	1,498,757	$ 1,658	1,860,734	(398,939)	29,283	6,021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	186,055	151	185,904
Repurchase of shares	(93,164)	$ (76)	(93,088)
Conversion of Stock, Shares Issued		525
Offering costs	(15,574)		(15,574)
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture		16,000
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture	192		192
Net income	(18,529)				(18,549)	20
Cash distributed to noncontrolling interests	(53)					(53)
Distribution declared	(20,936)			(20,936)
Stock Issued During Period, Shares, Conversion of Units		$ 0
Ending balance at Mar. 31, 2020	$ 1,536,749	$ 1,733	$ 1,938,168	$ (419,875)	$ 10,734	$ 5,989
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)		15,097,750
Stock Repurchased During Period, Shares	(7,598,597)	(7,598,597)
Shares, Outstanding		173,260,200

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investment in real estate affiliates accounted for under the equity method of accounting. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of March 31, 2020, our VIEs include The District at Howell Mill, Grand Lakes Marketplace, and Presley Uptown due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us.

Noncontrolling interests represent the minority members’ proportionate share of the equity in our VIEs. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of March 31, 2020, noncontrolling interests represented the minority members’ proportionate share of the equity of the entities listed above as VIEs.

Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of our outside joint venture partners.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March 10, 2020 (our “2019 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, 2019 audited consolidated financial statements included in our 2019 Form 10-K and present interim disclosures as required by the SEC.

The interim financial data as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

Restricted Cash

Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At March 31, 2020, our restricted cash balance on our Consolidated Balance Sheets was primarily related to common stock subscriptions received in advance of the issuance of the common stock and loan escrow amounts.

Deferred Expenses

Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at March 31, 2020 and December 31, 2019 was $5,269 and $4,893, respectively.

Rental Revenue Recognition

We recognize rental revenue from tenants under operating leases on a straight-line basis over the noncancelable term of the lease when collectability of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable, revenue is recorded equal to cash that has been received from the tenant.  We evaluate the collectability of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates, economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

The COVID-19 pandemic has had a negative impact on many of our tenant’s businesses. The duration and extent of the negative effects caused by the COVID-19 pandemic to the economy is uncertain, and as such collectability of certain tenants rent receivable balances in the future is also uncertain. We have taken into account current tenant conditions which include consideration of COVID-19 in our estimation of its uncollectible accounts and deferred rents receivable at March 31, 2020. We are closely monitoring the collectability of such rents and will adjust future estimations as further information is known.

Acquisitions

We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $69,991 and $67,574 at March 31, 2020 and December 31, 2019, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $10,712 and $10,372 at March 31, 2020 and December 31, 2019, respectively, on the accompanying Consolidated Balance Sheets.

Assets and Liabilities Measured at Fair Value

The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.

• Level 2—Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

• Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.

The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Real estate fund investments accounted for under the fair value option fall within Level 3 of the hierarchy. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the three months ended March 31, 2020 and 2019, we recorded a decrease and an increase in fair value classified within the Level 3 category of $8,736 and $1,320, respectively, in our investment in the NYC Retail Portfolio (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments).

We have estimated the fair value of our mortgage notes and other debt payable reflected on the Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable using Level 2 inputs was $10,958 lower and $21,360 higher than the aggregate carrying amounts at March 31, 2020 and December 31, 2019, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our mortgage notes payable.

Derivative Financial Instruments

We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded as a component of interest expense on our Consolidated Statements of Operations as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps.

As of March 31, 2020, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	6	$	212,800

The fair value of our interest rate swaps represent liabilities of $8,429 and $2,140 at March 31, 2020 and December 31, 2019, respectively.

Ground Lease

As of March 31, 2020, we have a single ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,172 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of $2,237.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Recent Issued Accounting Pronouncements

In April 2020, the FASB issued a question and answer document which focused on the application of lease guidance applicable on concessions related to the effects of the COVID–19 pandemic. Per the guidance, companies will be permitted to make an election to account for lease concessions related to the effects of the COVID–19 pandemic consistent with how those concessions would be accounted for under Topic 842, Leases, as though enforceable rights and obligations for those concessions existed.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We will evaluate the impact of the guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326, Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. The guidance was effective for us as of January 1, 2020 and did not have a material impact on our consolidated financial statements.

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Common Stock Common Stock (Tables)

3 Months Ended

Mar. 31, 2020

Common Stock [Abstract]

Offering Cost Fees [Table Text Block]

	Selling Commission (1)	Dealer Manager Fee (2)
Class A Shares	up to 3.0%	0.85%
Class M Shares	—	0.30%
Class A-I Shares	up to 1.5%	0.30%
Class M-I Shares	—	None
Class D Shares (3)	up to 1.0%	None

________

(1) Selling commissions are paid on the date of sale of our common stock.

(2) We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.

(3) Shares of Class D common stock are only being offered pursuant to a private offering.

The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

Stock Transactions [Table Text Block]

Stock Transactions

The stock transactions for each of our classes of common stock for the three months ended March 31, 2020 were as follows:

	Shares of Class A Common Stock		Shares of Class M Common Stock		Shares of Class A-I Common Stock		Shares of Class M-I Common Stock		Shares of Class D Common Stock
Balance, December 31, 2019	88,007,721		39,036,770		11,153,567		22,589,599		4,957,915
Issuance of common stock	7,753,710		1,100,191		134,233		6,125,616		—
Repurchase of common stock	(3,722,348	)	(1,911,918	)	(855,625	)	(1,108,706	)	—
Share conversions	(55,233	)	(445,547	)	—		500,255		—
Balance, March 31, 2020	91,983,850		37,779,496		10,432,175		28,106,764		4,957,915

Class of Stock [Line Items]

Schedule of Stock by Class [Table Text Block]

Stock Issuances

The stock issuances for our classes of common stock, including those issued through our distribution reinvestment plan, for the three months ended March 31, 2020 were as follows:

	Three Months Ended March 31, 2020
	# of shares	Amount
Class A Shares	7,753,710	$	95,913
Class M Shares	1,100,191	13,487
Class A-I Shares	134,233	1,643
Class M-I Shares	6,125,616	75,204
Total		$	186,247

Schedule of Earnings Per Share [Table Text Block]

	Three Months Ended March 31, 2020
	Class A			Class M			Class A-I			Class M-I			Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	(9,849	)	$	(4,172	)	$	(1,191	)	$	(2,805	)	$	(532	)
Weighted average number of common shares outstanding	91,730,904			38,847,788			11,082,858			26,124,774			4,957,915
Basic and diluted net loss per share:	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	(0.11	)
	Three Months Ended March 31, 2019
	Class A			Class M			Class A-I			Class M-I			Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	55,224		$	30,623		$	8,475		$	8,016		$	4,398
Weighted average number of common shares outstanding	72,309,548			40,085,862			11,101,704			10,488,323			5,758,783
Basic and diluted net loss per share:	$	0.76		$	0.76		$	0.76		$	0.76		$	0.76

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Property Purchase Price Allocation of Acquisitions (Tables)

3 Months Ended

Mar. 31, 2019

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

We allocated the purchase price for our 2020 acquisitions in accordance with authoritative guidance as follows:

	2020 Acquisitions
Land	$	7,066
Building and equipment	67,224
In-place lease intangible (acquired intangible assets)	29,712
Above-market lease intangible (acquired intangible assets)	71
Below-market lease intangible (acquired intangible liabilities)	(2,318		)
	$	101,755
Amortization period for intangible assets and liabilities	5 - 154 months