KBS Real Estate Investment Trust II, Inc. (Form: 10-K, Received: 03/16/2016 16:38:33)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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(Mark One)



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

For the fiscal year ended December 31, 2015



¨	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 000-53649

______________________________________________________

KBS REAL ESTATE INVESTMENT TRUST II, INC.

(Exact Name of Registrant as Specified in Its Charter)

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Maryland		26-0658752
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
800 Newport Center Drive, Suite 700 Newport Beach, California		92660
(Address of Principal Executive Offices)		(Zip Code)

(949) 417-6500

(Registrant’s Telephone Number, Including Area Code)

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



Title of Each Class		Name of Each Exchange on Which Registered
None		None

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

Common Stock, $0.01 par value per share

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

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

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment of this Form 10-K. x

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

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

There is no established market for the Registrant’s shares of common stock. On December 4, 2014, the board of directors of the Registrant approved an estimated value per share of the Registrant’s common stock of $5.86 (unaudited) based on the estimated value of the Registrant’s assets less the estimated value of the Registrant’s liabilities, divided by the number of shares outstanding, all as of September 30, 2014. For a full description of the methodologies used to value the Registrant’s assets and liabilities in connection with the calculation of the estimated value per share as of December 4, 2014, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information” of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014. On December 8, 2015, the board of directors of the Registrant approved an estimated value per share of the Registrant’s common stock of $5.62 (unaudited) based on the estimated value of the Registrant’s assets less the estimated value of the Registrant’s liabilities, divided by the number of shares outstanding, all as of September 30, 2015. For a full description of the methodologies used to value the Registrant’s assets and liabilities in connection with the calculation of the estimated value per share as of December 8, 2015, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information.”

There were approximately 190,108,384 shares of common stock held by non-affiliates as of June 30, 2015 , the last business day of the Registrant’s most recently completed second fiscal quarter.

As of March 14, 2016 , there were 189,353,216 outstanding shares of common stock of the Registrant.

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TABLE OF CONTENTS



PART I			4
	ITEM 1.	BUSINESS	4
	ITEM 1A.	RISK FACTORS	11
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	34
	ITEM 2.	PROPERTIES	35
	ITEM 3.	LEGAL PROCEEDINGS	36
	ITEM 4.	MINE SAFETY DISCLOSURES	36
PART II			37
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	37
	ITEM 6.	SELECTED FINANCIAL DATA	46
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	47
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	67
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	67
	ITEM 9A.	CONTROLS AND PROCEDURES	67
	ITEM 9B.	OTHER INFORMATION	68
PART III			69
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	69
	ITEM 11.	EXECUTIVE COMPENSATION	74
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	76
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	76
	ITEM14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	81
PART IV			82
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	82

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

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FORWARD-LOOKING STATEMENTS

Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of KBS Real Estate Investment Trust II, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all of the risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:

•

All of our executive officers and some of our directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, the entity that acted as our dealer manager and/or other KBS-affiliated entities. As a result, they face conflicts of interest, including significant conflicts created by our advisor’s compensation arrangements with us and other KBS-sponsored programs and KBS-advised investors and conflicts in allocating time among us and these other programs and investors. These conflicts could result in unanticipated actions.


•	We pay substantial fees to and expenses of our advisor and its affiliates. These payments increase the risk that our stockholders will not earn a profit on their investment in us and increase the risk of loss to our stockholders.

•

We have used proceeds from financings, when necessary, to fund a portion of our distributions during our operational stage. We currently expect that our distributions will generally be paid from cash flow from operations and funds from operations from current or prior periods. We also expect to fund other distributions from the net proceeds from the sale of real estate and from the receipt of principal payments from, or the sale of, our real estate-related loan receivable. We can give no assurance regarding the timing, amount or source of future distributions.

•

We depend on tenants for the revenue generated by our real estate investments and, accordingly, the revenue generated by our real estate investments is dependent upon the success and economic viability of our tenants. Revenues from our properties could decrease due to a reduction in occupancy (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases) and/or lower rental rates, making it more difficult for us to meet our debt service obligations and limiting our ability to pay distributions to our stockholders.

•

Our investments in real estate and our mortgage loan may be affected by unfavorable real estate market and general economic conditions, which could decrease the value of those assets and reduce the investment return to our stockholders. Revenues from our properties and the property and other assets directly securing our loan investment could decrease. Such events would make it more difficult for the borrower under our loan investment to meet its payment obligations to us. It could also make it more difficult for us to meet our debt service obligations and limit our ability to pay distributions to our stockholders.


•	Disruptions in the financial markets and uncertain economic conditions could adversely affect our ability to implement our business strategy and generate returns to our stockholders.


•	Certain of our debt obligations have variable interest rates and related payments that vary with the movement of LIBOR or other indexes. Increases in these indexes could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

•

Our share redemption program provides only for redemptions sought upon a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined in the share redemption program document, and, together with redemptions sought in connection with a stockholder’s death, “special redemptions”). The dollar amounts available for such redemptions are determined by the board of directors and may be reviewed and adjusted from time to time. Additionally, redemptions are further subject to limitations described in our share redemption program. We currently do not expect to have funds available for ordinary redemptions in the future.

•

Since we have terminated our dividend reinvestment plan, we may have to use a greater proportion of our cash flow from operations to meet cash requirements for general corporate purposes, including, but not limited to, capital expenditures, tenant improvement costs and leasing costs related to our real estate properties; reserves required by financings of our real estate properties; the repayment of debt; and special redemptions under our share redemption program. This may reduce cash available for distributions.

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•


•	Although the special committee of our board of directors has engaged a financial advisor to assist with the exploration of strategic alternatives for us, we are not obligated to enter into any particular transaction or any transaction at all.

All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of this Annual Report on Form 10-K.

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PART I

ITEM 1. BUSINESS

Overview

KBS Real Estate Investment Trust II, Inc. (the “Company”) was formed on July 12, 2007 as a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2008 and it intends to continue to operate in such a manner. The Company has invested in a diverse portfolio of real estate and real estate-related investments. As used herein, the terms “we,” “our” and “us” refer to the Company and as required by context, KBS Limited Partnership II, a Delaware limited partnership (the “Operating Partnership”), and their subsidiaries. We conduct our business primarily through our Operating Partnership, of which we are the sole general partner. Subject to certain restrictions and limitations, our business is managed by KBS Capital Advisors LLC (“KBS Capital Advisors”), our external advisor, pursuant to an advisory agreement. KBS Capital Advisors conducts our operations and manages our portfolio of real estate and real estate-related investments. Our advisor owns 20,000 shares of our common stock. We have no paid employees.

On September 27, 2007, we filed a registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) to offer a maximum of 280,000,000 shares of common stock for sale to the public, of which 200,000,000 shares were registered in our primary offering and 80,000,000 shares were registered under our dividend reinvestment plan. We ceased offering shares of common stock in our primary offering on December 31, 2010. We sold 182,681,633 shares of common stock in the primary offering for gross offering proceeds of $1.8 billion . We terminated the offering under our dividend reinvestment plan effective May 29, 2014. We sold 30,903,504 shares of common stock under our dividend reinvestment plan for gross offering proceeds of $298.2 million. Also as of December 31, 2015 , we had redeemed 24,048,952 of the shares sold in our offering for $235.4 million .

Our focus in 2016 is to: continue to strategically sell assets and make special distributions to stockholders; strategically negotiate lease renewals or new leases that facilitate the sales process and enhance property stability for prospective buyers; and complete major capital improvement projects, such as renovations or amenity enhancements, with the goal of attracting a greater pool of quality buyers.

Objectives and Strategies

Our primary investment objectives are:


•	to provide our stockholders with attractive and stable cash distributions; and


•	to preserve and return our stockholders’ capital contributions.

We have sought and will seek to achieve these objectives by managing our diverse portfolio of real estate and real estate-related investments, which we acquired using a combination of equity raised in our initial public offering and debt financing. We have diversified our portfolio by investment size, investment type, investment risk and geographic region.

On January 27, 2016, our board of directors formed a special committee (the "Special Committee") composed of all of our independent directors to explore the availability of strategic alternatives involving us. While we conduct this process, we remain 100% focused on managing our properties.

As part of the process of exploring strategic alternatives, on February 23, 2016, the Special Committee engaged Evercore Group L.L.C. (“Evercore”) to act as our financial advisor and to assist the Special Committee with this process. Under the terms of the engagement, Evercore will provide various financial advisory services, as requested by the Special Committee as customary for an engagement in connection with exploring strategic alternatives. Although the Special Committee has engaged Evercore to assist us and the Special Committee with the exploration of strategic alternatives for us, we are not obligated to enter into any particular transaction or any transaction at all. Further, although we have begun the process of exploring strategic alternatives, there is no assurance that the process will result in stockholder liquidity, or provide a return to stockholders that equals or exceeds our estimated value per share.

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Real Estate Portfolio

Real Estate Investments

We have made investments in core properties, which are generally lower risk, existing properties with at least 80% occupancy and minimal near-term lease rollover. As of December 31, 2015 , our portfolio of real estate properties was composed of ten office properties, one office/flex property and an office campus consisting of eight office buildings encompassing 5.2 million rentable square feet.

All of our properties are located in the United States. We originally intended to hold our core properties for four to seven years, which we believe is a reasonable period to enable us to capitalize on the potential for increased income and capital appreciation of properties. Our advisor has developed a well-defined exit strategy for each of our investments. Specifically, our advisor assigned a sell date to each asset we acquired prior to its purchase as part of the original business plan for the asset. KBS Capital Advisors continually performs a hold-sell analysis on each asset in order to determine a reasonable time to sell the asset and generate a strong return for our stockholders. Periodic reviews of each asset focus on the remaining available value enhancement opportunities for the asset and the demand for the asset in the marketplace. Economic and market conditions may influence us to hold our investments for different periods of time. We may sell an asset before the end of the expected holding period if we believe that market conditions and asset positioning have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders.

The following charts illustrate the geographic diversification of our real estate investments based on total leased square feet and total annualized base rent as of December 31, 2015 :

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⁽¹⁾ Annualized base rent represents annualized contractual base rental income as of December 31, 2015 , adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

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We have a stable tenant base and we have tried to diversify our tenant base in order to limit exposure to any one tenant or industry. As of December 31, 2015 , our portfolio of real estate properties was 87% occupied. One tenant leasing space in our portfolio of real estate properties represented more than 10% of our total annualized base rent. See Item 2, “Properties — Concentration of Credit Risks.”

Our top ten tenants leasing space in our portfolio of real estate properties represented approximately 53.3% of our total annualized base rent as of December 31, 2015 . The chart below illustrates the diversity of tenant industries in our portfolio of real estate properties based on total annualized base rent as of December 31, 2015 :

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* “Other” includes any industry less than 2% of total.

As of December 31, 2015 , our highest tenant industry concentrations (greater than 10% of annualized base rent) of our real estate portfolio were as follows:



Industry	Number of Tenants	Annualized Base Rent ⁽¹⁾ (in thousands)		Percentage of Annualized Base Rent
Finance	31	$	30,185	22.2	%
Computer System Design & Programming	9	22,250		16.4	%
Legal Services	37	14,195		10.5	%
Mining, Oil & Gas Extraction	4	13,985		10.3	%
		$	80,615	59.4	%

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The total cost of our real estate portfolio as of December 31, 2015 was $1.3 billion. Our real estate portfolio accounted for 97%, 95% and 92% of our total revenues for the years ended December 31, 2015 , 2014 and 2013 , respectively.

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Real Estate-Related Investment

As of December 31, 2015 , we owned one fixed-rate mortgage loan. We originally intended to hold our real estate-related investment until maturity. However, economic and market conditions may influence us to hold it for a different period of time. We may sell our mortgage loan before the end of the expected holding period if we believe that market conditions and asset positioning have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders.

The total cost and book value of our real estate-related investment as of December 31, 2015 were $14.3 million and $14.2 million , respectively. Our real estate-related investment accounted for 3%, 5% and 8% of our total revenues for the years ended December 31, 2015 , 2014 and 2013 , respectively. The annualized effective interest rate on our real estate-related investment was 7.6%.

Financing Objectives

We financed the majority of our real estate and real estate-related investments with a combination of the proceeds we received from our initial public offering and debt. We used debt financing to increase the amount available for investment and to increase overall investment yields to us and our stockholders. As of December 31, 2015 , the weighted-average interest rate on our debt was 3.0%.

We borrow funds at both fixed and variable rates; as of December 31, 2015 , we had $140.0 million and $407.5 million of fixed and variable rate debt outstanding, respectively. Of the variable rate debt outstanding, approximately $265.5 million was effectively fixed through the use of interest rate swap agreements. The weighted-average interest rates of our fixed rate debt and variable rate debt as of December 31, 2015 were 3.5% and 2.8%, respectively. The weighted-average interest rate represents the actual interest rate in effect as of December 31, 2015 (consisting of the contractual interest rate and the effect of interest rate swaps and floors), using interest rate indices as of December 31, 2015 , where applicable.

The following is a schedule of maturities, including principal amortization payments, for all of our notes payable outstanding as of December 31, 2015 (in thousands):



2016	$	332,033
2017	77,218
2018	2,750
2019	2,848
2020	132,622
	$	547,471

We limit our total liabilities to 75% of the cost (before deducting depreciation or other noncash reserves) of all of our tangible assets; however, we may exceed that limit if the majority of the conflicts committee approves each borrowing in excess of this limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. We did not exceed this limitation on borrowings during any quarter of 2015. As of December 31, 2015 , our borrowings and other liabilities were approximately 36% of both the cost (before deducting depreciation or other noncash reserves) and book value (before deducting depreciation) of our tangible assets, respectively.

Market Outlook - Real Estate and Real Estate Finance Markets

The following discussion is based on management’s beliefs, observations and expectations with respect to the real estate and real estate finance markets.

Current conditions in the global capital markets remain volatile. The slowdown in global economic growth, and the increase in oil production capacity, has had a ripple effect through the energy and commodity markets. Decreasing levels of demand for commodities have led to a weakening of global economic conditions, particularly in emerging market nations. Many nations in the developing world rely on metals, minerals and oil production as the basis of their economies. When demand for these resources drops, the economic environment deteriorates, and deflation becomes a very real risk. Over the past decade the United States has seen a resurgence of the domestic energy markets. The growth of domestic oil and natural gas production helped the U.S. economy rebound from the 2008-2009 recession. During the first quarter of 2016, supply pressures in the energy markets have driven down the price of oil to levels not seen in many years, and U.S. economic growth has slowed.

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Central bank interventions and the use of monetary policy to combat the lingering effects of the 2008-2009 recession continue to affect the global economy. The U.S. Federal Reserve (the “FED”) pursued an accommodative monetary policy that included cutting interest rates and implementing a quantitative easing (“QE”) program. In 2015, the U.S. economy continued strengthening, and the FED ceased the QE program and raised the Target Funds rate by 25 basis points. In 2012, Japan embarked on a massive QE program designed to kick start the country’s economy. The Japanese economy remains weak, with little or no economic growth. In Europe, the European Central Bank (“ECB”) announced its own QE program in January 2015. The long awaited announcement led to lower European interest rates and a weakening of the Euro against other currencies. With much of the EU economy still experiencing low economic growth, the ECB is now poised to increase its QE program. While the intent of these policies is to spur economic growth, the size of these programs is unprecedented, and the ultimate impact on the global financial system is unknown.

In the United States, recent economic data has been mixed. Slow and steady growth in the labor markets has driven unemployment to 4.9% as of January 2016. The labor force participation rate continues to be relatively low and personal income growth has been modest. Consumer spending in the United States has been increasing, and consumer confidence levels are starting to reach levels last seen in the mid-2000’s. U.S. gross domestic product (“U.S. GDP”) has continued to grow. On an annual basis, U.S. GDP growth in 2014 was 2.4%, which was an improvement over 2013’s growth rate of 1.5%. In 2015 U.S. GDP growth came in at 2.4%, with the trend moving towards slower growth in the first quarter of 2016.

With the backdrop of increasing levels of global political conflict, and weaker international economic conditions, the U.S. dollar has remained a safe haven currency. The U.S. commercial real estate market has benefited from strong inflows of foreign capital. In 2015 commercial real estate transaction volumes increased 23%, making 2015 the second highest level of investment volume, behind only 2007. Foreign capital flows represent 17% of the 2015 volume. Initially, gateway markets such as New York City and San Francisco benefited from a high demand for commercial properties. Now investors have branched into secondary and tertiary markets, and demand for investments is leading to price increases and an uptick in construction and development. Some fear the potential creation of an asset bubble, particularly in the gateway metropolitan markets.

Impact on Our Real Estate Investments

The increased volatility in the global financial markets and the potential increase in U.S. interest rates are introducing a level of uncertainty into our outlook for the performance of the U.S. commercial real estate markets. Currently, both the investing and leasing environments are highly competitive. While there has been an increase in the amount of capital flowing into U.S. real estate markets, which has resulted in an increase in real estate values in certain markets, the uncertainty regarding the economic environment has made businesses reluctant to make long-term commitments, as is evidenced by the lower level of business investment and capital expenditures. Possible future declines in rental rates, slower or potentially negative net absorption of leased space and expectations of future rental concessions, including free rent to renew tenants early, to retain tenants who are up for renewal or to attract new tenants, may result in decreases in cash flows. Historically low interest rates could help offset some of the impact of these potential decreases in operating cash flow for properties financed with variable rate mortgages; however, interest rates likely will not remain at these historically low levels for the remaining life of many of our investments. In fact, the FED increased interest rates in Q4 2015. Currently we expect further increases in interest rates, but are uncertain as to the timing and levels. Interest rates have become more volatile as the global capital markets react to increasing economic and geopolitical risks.

Impact on Our Real Estate-Related Investment

Our real estate loan receivable is directly secured by commercial real estate. As a result, our real estate-related investment, in general, has been and likely will continue to be impacted by the same factors impacting our real estate properties. The higher yields and the improving credit position of many U.S. tenants and borrowers have attracted global capital. However, the real estate and capital markets are fluid, and the positive trends can reverse quickly. Current economic conditions remain relatively volatile and can have a negative impact on the performance of collateral securing our loan investment, and therefore may impact the ability of the borrower under our loan to make contractual interest payments to us.

As of December 31, 2015 , we had a fixed-rate real estate loan receivable with an outstanding principal balance of $14.2 million and a carrying value (including unamortized origination and closing costs) of $14.2 million that matures in 2018.

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Impact on Our Financing Activities

In light of the risks associated with potentially volatile operating cash flows from some of our real estate properties, and the possible increase in the cost of financing due to higher interest rates, we may have difficulty refinancing some of our debt obligations prior to or at maturity or we may not be able to refinance these obligations at terms as favorable as the terms of our existing indebtedness. Recent financial market conditions have improved from the bottom of the economic cycle, and short-term interest rates in the U.S. have increased. Market conditions can change quickly, potentially negatively impacting the value of our investments.

As of December 31, 2015 , we had debt obligations in the aggregate principal amount of $547.5 million with a weighted-average remaining term of 1.6 years. We had a total of $140.0 million of fixed rate notes payable and $407.5 million of variable rate notes payable as of December 31, 2015 . The interest rates on $265.5 million of our variable rate notes payable are effectively fixed through interest rate swap agreements. As of December 31, 2015 , we had a total of $332.0 million of debt obligations scheduled to mature within 12 months of that date. We plan to exercise our extension options available under our loan agreements, pay down or refinance the related notes payable prior to their maturity dates.

Economic Dependency

We are dependent on our advisor for certain services that are essential to us, including the management of the daily operations of our real estate and real estate-related investment portfolio; the disposition of real estate and real estate-related investments; and other general and administrative responsibilities. In the event that our advisor is unable to provide any of these services, we will be required to obtain such services from other sources.

Competitive Market Factors

The U.S. commercial real estate leasing markets remain competitive. We face competition from various entities for prospective tenants and to retain our current tenants, including other REITs, pension funds, insurance companies, investment funds and companies, partnerships and developers. Many of these entities have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of a tenant. As a result of their greater resources, those entities may have more flexibility than we do in their ability to offer rental concessions to attract and retain tenants. This could put pressure on our ability to maintain or raise rents and could adversely affect our ability to attract or retain tenants. As a result, our financial condition, results of operations, cash flow, ability to satisfy our debt service obligations and ability to pay distributions to our stockholders may be adversely affected.

We also face competition from many of the types of entities referenced above regarding the disposition of properties. These entities may possess properties in similar locations and/or of the same property types as ours and may be attempting to dispose of these properties at the same time we are attempting to dispose of some of our properties, providing potential purchasers with a larger number of properties from which to choose and potentially decreasing the sales price for such properties. Additionally, these entities may be willing to accept a lower return on their individual investments, which could further reduce the sales price of such properties. This competition could decrease the sales proceeds we receive for properties that we sell, assuming we are able to sell such properties, which could adversely affect our cash flows and the overall return for our stockholders.

Although we believe that we are well-positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.

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Compliance with Federal, State and Local Environmental Law

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on properties or restrictions on the manner in which properties may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The cost of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce our cash available for distribution to our stockholders.

All of our properties were subject to Phase I environmental assessments prior to the time they were acquired. Some of our properties are subject to potential environmental liabilities arising primarily from historic activities at or in the vicinity of the properties. Based on our environmental diligence and assessments of our properties and our purchase of pollution and remediation legal liability insurance with respect to some of our properties, we do not believe that environmental conditions at our properties are likely to have a material adverse effect on our operations.

Industry Segments

We operate in two business segments. Our segments are based on our method of internal reporting which classifies operations by investment type: real estate and real estate-related. For financial data by segment, see Note 11 “Segment Information” in the notes to our consolidated financial statements filed herewith.

Employees

We have no paid employees. The employees of our advisor and its affiliates provide management, disposition, advisory and certain administrative services for us.

Principal Executive Office

Our principal executive offices are located at 800 Newport Center Drive, Suite 700, Newport Beach, CA 92660. Our telephone number, general facsimile number and website address are (949) 417-6500, (949) 417-6501 and http://www.kbsreitii.com , respectively.

Available Information

Access to copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other filings with the SEC, including amendments to such filings, may be obtained free of charge from the following website, http://www.kbsreitii.com , through a link to the SEC’s website, http://www.sec.gov . These filings are available promptly after we file them with, or furnish them to, the SEC.

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ITEM 1A.	RISK FACTORS

The following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Related to an Investment in Us

Because no public trading market for our shares currently exists, it will be difficult for our stockholders to sell their shares and, if they are able to sell their shares, they will likely sell them at a substantial discount to the public offering price and the estimated value per share.

Our charter does not require our directors to seek stockholder approval to liquidate our assets by a specified date, nor does our charter require our directors to list our shares for trading on a national securities exchange by a specified date. There is no public market for our shares and we currently have no plans to list our shares on a national securities exchange. Until our shares are listed, if ever, our stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase standards. Any sale must comply with applicable state and federal securities laws. Our charter prohibits the ownership of more than 9.8% of our stock by any person, unless exempted by our board of directors, which may inhibit large investors from purchasing our shares.

On May 15, 2014, our board of directors amended and restated our share redemption program to provide only for redemptions sought in connection with a special redemption. Such special redemptions are subject to an annual dollar limitation. On December 8, 2015, our board of directors approved an annual dollar limitation of $10.0 million in the aggregate for the calendar year 2016 (subject to review and adjustment during the year by the board of directors), and further subject to the limitations described in the share redemption program.

We do not currently expect to have funds available for ordinary redemptions in the future. Thus, until further notice, and except with respect to special redemptions, stockholders will not be able to sell any of their shares back to us pursuant to our share redemption program. In addition, even if we were to resume ordinary redemptions, our share redemption program includes numerous restrictions that would limit a stockholder’s ability to sell his or her shares. In its sole discretion, our board of directors may amend, suspend or terminate our share redemption program upon 30 days’ notice, provided that we may increase or decrease the funding available for the redemption of shares under the program upon ten business days’ notice to stockholders.

Therefore, it will be difficult for our stockholders to sell their shares promptly or at all. If a stockholder is able to sell his or her shares, it would likely be at a substantial discount to the price at which we sold the shares in our public offering. It is also likely that our shares would not be accepted as the primary collateral for a loan.

Disruptions in the financial markets and uncertain economic conditions could adversely affect market rental rates and commercial real estate values and our ability to refinance or secure debt financing, service future debt obligations, or pay distributions to our stockholders.

We relied on debt financing to finance our real estate properties and we may have difficulty refinancing some of our debt obligations prior to or at maturity or we may not be able to refinance these obligations at terms as favorable as the terms of our existing indebtedness. We also may be unable to obtain additional debt financing on attractive terms or at all. If we are not able to refinance our existing indebtedness on attractive terms at the various maturity dates, we may be forced to dispose of some of our assets. Recent financial market conditions have improved from the bottom of the economic cycle, but material risks are still present. Market conditions can change quickly, which could negatively impact the value of our assets. In the short-term, we anticipate that market conditions will continue to remain volatile and, combined with a challenging global macro-economic environment, may interfere with the implementation of our business strategy and/or force us to modify it.

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Disruptions in the financial markets and uncertain economic conditions could adversely affect the values of our investments. It remains uncertain whether the capital markets can sustain the current levels of lending activity. Any disruption to the debt and capital markets could result in fewer buyers seeking to acquire commercial properties and possible increases in capitalization rates and lower property values. Furthermore, any decline in economic conditions could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our real estate portfolio and in the collateral securing our loan investment, which could have the following negative effects on us:


•	the values of our investments in commercial properties could decrease below the amounts paid for such investments;


•	the value of collateral securing our loan investment could decrease below the outstanding principal amount of the loan;


•	revenues from our properties could decrease due to fewer tenants and/or lower rental rates, making it more difficult for us to pay distributions or meet our debt service obligations on debt financing; and/or


•	revenues generated by the property and other assets underlying our loan investment could decrease, making it more difficult for the borrower to meet its payment obligations to us, which could in turn make it more difficult for us to pay distributions or meet our debt service obligations on debt financing.


•	All of these factors could reduce our stockholders’ return and decrease the value of an investment in us.

Because we depend upon our advisor and its affiliates to conduct our operations, any adverse changes in the financial health of our advisor or its affiliates or our relationship with them could hinder our operating performance.

We depend on our advisor to manage our operations and our portfolio of assets. Our advisor depends upon the fees and other compensation that it receives from us, KBS Real Estate Investment Trust, Inc. (“KBS REIT I”), KBS Real Estate Investment Trust III, Inc. (“KBS REIT III”), KBS Strategic Opportunity REIT, Inc. (“KBS Strategic Opportunity REIT”), KBS Legacy Partners Apartment REIT, Inc. (“KBS Legacy Partners Apartment REIT”), KBS Strategic Opportunity REIT II, Inc. (“KBS Strategic Opportunity REIT II”), KBS Growth & Income REIT, Inc. (“KBS Growth & Income REIT”) and any future KBS-sponsored programs that it advises in connection with the purchase, management and sale of assets to conduct its operations. Any adverse changes to our relationship with, or the financial condition of, our advisor and its affiliates, could hinder their ability to successfully manage our operations and our portfolio of investments.

To the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize capital gain.

Our organizational documents permit us, to the extent permitted by Maryland law, to pay distributions from any source. If we fund distributions from financings or future offerings or sources other than our cash flow from operations, the overall return to our stockholders may be reduced. To date, we have funded total distributions paid, which includes net cash distributions and distributions reinvested by stockholders, with cash flow from operations, debt financing, proceeds from the payoff or sale of our real estate loans receivable and proceeds from the sales of real estate properties. We currently expect that our distributions will generally be paid from cash flow from operations and funds from operations from current or prior periods. If we fund distributions from borrowings, our interest expense and other financing costs, as well as the repayment of such borrowings, will reduce our earnings and cash flow from operations available for distribution in future periods. If we fund distributions from the sale of assets or the maturity, payoff or settlement of our debt investment, this will affect our ability to generate cash flow from operations in future periods. In addition, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize capital gain. There is no limit on the amount of distributions we may fund from sources other than from cash flow from operations. We can give no assurance regarding the timing, amount or source of future distributions. For the year ended December 31, 2015, we paid aggregate distributions of $57.5 million , all of which were paid in cash.

Funds from operations and cash flow from operations during the year ended December 31, 2015 were $70.3 million and $42.1 million , respectively. We funded our total distributions paid with $42.1 million of current period operating cash flows and $15.4 million of cash on hand. For a reconciliation of funds from operations to net income, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funds from Operations and Modified Funds from Operations.”

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During the year ended December 31, 2015, we sold one office property. Additionally, we received the repayment of one of our real estate loans receivable. During the year ended December 31, 2014, we sold 15 real estate properties and received the repayment of three of our real estate loans receivable. As a result, our general and administrative expenses as a percentage of our cash flow from operations has increased and this increase was significant.

Our real estate properties generate cash flow in the form of rental revenues and tenant reimbursements and our real estate-related investments generate cash flow in the form of interest income. During the year ended December 31, 2015, we disposed of one office property. Additionally, we received the repayment of one of our real estate loans receivable . During the year ended December 31, 2014, we sold 15 real estate properties and received the repayment of three of our real estate loans receivable. As a result, our cash flow from operations has decreased. Our general and administrative expenses are not directly related to the size of our portfolio and thus will not decrease proportionately. As a result, our general and administrative expenses as a percentage of cash flow from operations has increased and, depending on the amount of assets we sell in the future, this increase could become even more significant.

The loss of or the inability to retain or obtain key real estate and debt finance professionals at our advisor could delay or hinder implementation of our investment management and disposition strategies, which could limit our ability to make distributions and decrease the value of an investment in our shares.

Our success depends to a significant degree upon the contributions of Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr., each of whom would be difficult to replace. Neither we nor our advisor nor its affiliates have employment agreements with these individuals and they may not remain associated with us, our advisor or its affiliates. If any of these persons were to cease their association with us, our advisor or its affiliates, we may be unable to find suitable replacements and our operating results could suffer as a result. We do not intend to maintain key person life insurance on any person. We believe that our future success depends, in large part, upon our advisor’s and its affiliates’ ability to attract and retain highly skilled managerial, operational and marketing professionals. Competition for such professionals is intense, and our advisor and its affiliates may be unsuccessful in attracting and retaining such skilled individuals. Further, we have established strategic relationships with firms that have special expertise in certain services or detailed knowledge regarding real properties in certain geographic regions. Maintaining such relationships will be important for us to effectively compete with other investors for tenants in such regions. We may be unsuccessful in maintaining such relationships. If we lose or are unable to obtain the services of highly skilled professionals or do not establish or maintain appropriate strategic relationships, our ability to implement our investment management and disposition strategies could be delayed or hindered, and the value of our stockholders’ investments may decline.

Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce our stockholders’ and our recovery against our independent directors if they negligently cause us to incur losses.

Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the company’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter provides that none of our independent directors shall be liable to us or our stockholders for monetary damages and that we will generally indemnify them for losses unless they are grossly negligent or engage in willful misconduct. As a result, our stockholders and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce our stockholders’ and our recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent directors (as well as by our other directors, officers, employees (if we ever have employees) and agents) in some cases, which would decrease the cash otherwise available for distribution to our stockholders.

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We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

A security breach or other significant disruption involving our IT networks and related systems could:


•	disrupt the proper functioning of our networks and systems and therefore our operations;


•	result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;


•	result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;


•	result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes;


•	require significant management attention and resources to remedy any damages that result;


•	subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or


•	damage our reputation among our stockholders.

Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.

We can give no assurances regarding any particular transaction in connection with the exploration of strategic alternatives.

Although the special committee has engaged Evercore to assist us and the Special Committee with the exploration of strategic alternatives for us, we are not obligated to enter into any particular transaction or any transaction at all. Further, although we have begun the process of exploring strategic alternatives, there is no assurance that the process will result in stockholder liquidity, or provide a return to stockholders that equals or exceeds our estimated value per share.

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Risks Related to Conflicts of Interest

KBS Capital Advisors and its affiliates, including all of our executive officers and some of our directors and other key real estate and debt finance professionals, face conflicts of interest caused by their compensation arrangements with us and with other KBS-sponsored programs, which could result in actions that are not in the long-term best interests of our stockholders.

All of our executive officers and some of our directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in KBS Capital Advisors, our advisor, KBS Capital Markets Group LLC (“KBS Capital Markets Group”), the entity that acted as the dealer manager for our primary offering, and/or other KBS-affiliated entities. KBS Capital Advisors and its affiliates receive substantial fees from us. These fees could influence our advisor’s advice to us as well as the judgment of its affiliates. Among other matters, these compensation arrangements could affect their judgment with respect to:


•	the continuation, renewal or enforcement of our agreements with KBS Capital Advisors and its affiliates, including the advisory agreement;


•	public offerings of equity by us, which would entitle KBS Capital Markets Group to dealer-manager fees and would likely entitle KBS Capital Advisors to increased acquisition, origination and asset-management fees;


•	sales of properties and other investments, which entitle KBS Capital Advisors to disposition fees and possible subordinated incentive fees;

•

whether and when we seek to list our common stock on a national securities exchange, which listing (i) may make it more likely for us to become self-managed or internalize our management or (ii) could entitle our advisor to a subordinated incentive listing fee, and which could also adversely affect the sales efforts for other KBS-sponsored programs, depending on the price at which our shares trade; and


•	whether and when we seek to sell the company or its assets, which sale could entitle KBS Capital Advisors to a subordinated incentive fee and terminate the asset management fee.

In addition, the fees our advisor receives in connection with the management of our assets are based on the cost of the investment, and not based on the quality of the investment or the quality of the services rendered to us.

KBS Capital Advisors faces conflicts of interest relating to the leasing and disposition of properties and such conflicts may not be resolved in our favor, which could limit our ability to make distributions to our stockholders and reduce our stockholders’ overall investment return.

We and other KBS-sponsored programs and KBS-advised investors rely on our sponsors and other key real estate professionals at our advisor, including Messrs. Bren, Hall, McMillan and Schreiber, to supervise the property management and leasing of properties. If the KBS team of real estate professionals directs creditworthy prospective tenants to properties owned by another KBS-sponsored program or KBS-advised investor when it could direct such tenants to our properties, our tenant base may have more inherent risk and our properties’ occupancy may be lower than might otherwise be the case.

In addition, we and other KBS-sponsored programs and KBS-advised investors rely on our sponsors and other key real estate professionals at our advisor to sell our properties. These KBS-sponsored programs and KBS-advised investors may possess properties in similar locations and/or of the same property types as ours and may be attempting to sell these properties at the same time we are attempting to sell some of our properties. If our advisor directs potential purchasers to properties owned by another KBS-sponsored program or KBS-advised investor when it could direct such purchasers to our properties, we may be unable to sell some or all of our properties at the time or at the price we otherwise would, which could limit our ability to make distributions and reduce our stockholders’ overall investment return.

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Our sponsors, our officers, our advisor and the real estate, debt finance, management and accounting professionals assembled by our advisor face competing demands on their time and this may cause our operations and our stockholders’ investment to suffer.

We rely on our sponsors, our officers, our advisor and the real estate, debt finance, management and accounting professionals that our advisor retains, including Messrs. Bren, Hall, McMillan, Schreiber and Jeffrey K. Waldvogel and Ms. Stacie K. Yamane, to provide services to us for the day-to-day operation of our business. KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT are also advised by KBS Capital Advisors and rely on our sponsors and many of the same real estate, debt finance, management and accounting professionals, as will future KBS–sponsored programs and KBS-advised investors. Further, our officers and directors are also officers and/or directors of some or all of the other public KBS–sponsored programs. Messrs. Bren, Hall, McMillan, Schreiber and Waldvogel and Ms. Yamane are executive officers of KBS REIT I, KBS REIT III and KBS Growth & Income REIT. Messrs. Hall, McMillan and Waldvogel and Ms. Yamane are also executive officers of KBS Strategic Opportunity REIT and KBS Strategic Opportunity REIT II, and Messrs. Bren, McMillan and Waldvogel and Ms. Yamane are also executive officers of KBS Legacy Partners Apartment REIT. In addition, Messrs. Bren and Schreiber and Ms. Yamane are executive officers of KBS Realty Advisors and its affiliates, the advisors of private KBS–sponsored programs and the investment advisors to KBS-advised investors. As a result of their interests in other KBS-sponsored programs, their obligations to KBS-advised investors and the fact that they engage in and will continue to engage in other business activities on behalf of themselves and others, Messrs. Bren, Hall, McMillan, Schreiber and Waldvogel and Ms. Yamane face conflicts of interest in allocating their time among us, KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT, KBS Capital Advisors, other KBS-sponsored programs, and KBS-advised investors, as well as other business activities in which they are involved. In addition, our advisor and KBS Realty Advisors and their affiliates share many of the same key real estate, management and accounting professionals. During times of intense activity in other programs and ventures, these individuals may devote less time and fewer resources to our business than are necessary or appropriate to manage our business. Furthermore, some or all of these individuals may become employees of another KBS–sponsored program in an internalization transaction or, if we internalize our advisor, may not become our employees as a result of their relationship with other KBS-sponsored programs. If these events occur, the returns on our investments, and the value of our stockholders’ investment, may decline.

All of our executive officers and some of our directors and the key real estate and debt finance professionals assembled by our advisor face conflicts of interest related to their positions and/or interests in KBS Capital Advisors and its affiliates, which could hinder our ability to implement our business strategy and to generate returns to our stockholders.

All of our executive officers and some of our directors and the key real estate and debt finance professionals assembled by our advisor are also executive officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor and other KBS-affiliated entities. Through KBS-affiliated entities, some of these persons also serve as the investment advisors to KBS-advised investors and, through KBS Capital Advisors and KBS Realty Advisors, these persons serve as the advisor to KBS REIT I, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT and other KBS-sponsored programs. As a result, they owe fiduciary duties to each of these entities, their members and limited partners and their investors, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our stockholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our leasing opportunities. Further, Messrs. Bren, Hall, McMillan and Schreiber and existing and future KBS-sponsored programs and KBS-advised investors generally are not and will not be prohibited from engaging, directly or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition, development, ownership, leasing or sale of real estate investments. If we do not successfully implement our business strategy, we may be unable to generate the cash needed to make distributions to our stockholders and to maintain or increase the value of our assets.

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Our board of directors’ loyalties to KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT and possibly to future KBS-sponsored programs could influence its judgment, resulting in actions that may not be in our stockholders’ best interest or that result in a disproportionate benefit to another KBS-sponsored program at our expense.

All of our directors are also directors of KBS REIT I and KBS REIT III and two of our directors are also directors of KBS Growth & Income REIT. One of our directors is also a director of KBS Strategic Opportunity REIT and KBS Strategic Opportunity REIT II. The loyalties of our directors serving on the boards of directors of KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Strategic Opportunity REIT II, and KBS Growth & Income REIT or possibly on the boards of directors of future KBS-sponsored programs, may influence the judgment of our board of directors when considering issues for us that also may affect other KBS-sponsored programs, such as the following:

•

We could enter into transactions with other KBS-sponsored programs, such as property sales or financing arrangements. Such transactions might entitle our advisor or its affiliates to fees and other compensation from both parties to the transaction. For example, property sales to other KBS-sponsored programs might entitle our advisor or its affiliates to acquisition fees in connection with its services to the purchaser in addition to disposition and other fees that we might pay to our advisor in connection with such transaction. Decisions of our board or the conflicts committee regarding the terms of those transactions may be influenced by our board’s or the conflicts committee’s loyalties to such other KBS-sponsored programs.


•	A decision of the board or the conflicts committee regarding the timing of a debt or equity offering could be influenced by concerns that the offering would compete with offerings of other KBS-sponsored programs.


•	A decision of the board or the conflicts committee regarding the timing of property sales could be influenced by concerns that the sales would compete with those of other KBS-sponsored programs.


•	A decision of the board or the conflicts committee regarding whether or when we seek to list our common stock on a national securities exchange could be influenced by concerns that such listing could adversely affect the sales efforts of other KBS-sponsored programs, depending on the price at which our shares trade.

Because our independent directors are also independent directors of KBS REIT I and KBS REIT III, they receive compensation for service on the board of directors of KBS REIT I and KBS REIT III. Like us, KBS REIT I and KBS REIT III each pays each independent director an annual retainer of $40,000 as well as compensation for attending meetings as follows: (i) $2,500 for each board meeting attended, (ii) $2,500 for each conflicts or audit committee meeting attended (except that the committee chairman is paid $3,000 for each conflicts or audit committee meeting attended), (iii) $2,000 for each teleconference board meeting attended, and (iv) $2,000 for each teleconference conflicts or audit committee meeting attended (except that the committee chairman is paid $3,000 for each teleconference conflicts or audit committee meeting attended). In addition, like us, KBS REIT I also pays each independent director compensation for attending other committee meetings as follows: (i) $2,000 for each other committee meeting attended (except that the committee chairman is paid $3,000 for each other committee meeting attended) and (ii) $2,000 for each other teleconference committee meeting attended (except that the committee chairman is paid $3,000 for each other teleconference committee meeting attended). In addition, like us, KBS REIT I and KBS REIT III each reimburses directors for reasonable out-of-pocket expenses incurred in connection with attendance at meetings of their boards of directors.

Risks Related to Our Corporate Structure

Ownership limitations may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their shares.

In order for us to qualify as a REIT for each taxable year, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year. “Individuals” for this purpose include natural persons, and some entities such as private foundations. To preserve our REIT qualification, our charter generally prohibits any person from directly or indirectly owning more than 9.8% in value of our capital stock. This ownership limitation could have the effect of delaying, deferring or preventing a takeover or other transaction including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets), in which holders of our common stock might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests.

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Our charter permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.

Our board of directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of preferred stock with priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Such preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.

Our stockholders’ investment return may be reduced if we are required to register as an investment company under the Investment Company Act; if we or our subsidiaries become an unregistered investment company, we could not continue our business.

Neither we nor any of our subsidiaries intends to register as an investment company under the Investment Company Act. If we or any of our subsidiaries were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:


•	limitations on capital structure;


•	restrictions on specified investments;


•	prohibitions on transactions with affiliates; and


•	compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

Under the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:


•	pursuant to Section 3(a)(1)(A), is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (the “primarily engaged test”); or

•

pursuant to Section 3(a)(1)(C), is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the “40% test”). “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).

We believe neither we nor our Operating Partnership will be required to register as an investment company based on the following analysis. With respect to the 40% test, most of the entities through which we and our Operating Partnership own our assets are majority owned subsidiaries that are not themselves investment companies and are not relying on the exceptions from the definition of investment company under Section 3(c)(1) or Section 3(c)(7).

With respect to the primarily engaged test, we and our Operating Partnership are holding companies and do not intend to invest or trade in securities ourselves. Rather, through the majority-owned subsidiaries of our Operating Partnership, we and our Operating Partnership are primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real estate and real estate-related assets.

If any of the subsidiaries of our Operating Partnership fail to meet the 40% test, we believe they will usually, if not always, be able to rely on Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an investment company. (Otherwise, they should be able to rely on the exceptions for private investment companies pursuant to Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.) As reflected in no-action letters, the SEC staff’s position on Section 3(c)(5)(C) generally requires that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate,” or qualifying assets; at least 80% of its assets in qualifying assets plus real estate-related assets; and no more than 20% of the value of its assets in other than qualifying assets and real estate-related assets, which we refer to as miscellaneous assets. To constitute a qualifying asset under this 55% requirement, a real estate interest must meet various criteria based on no-action letters. We expect that each of the subsidiaries of our Operating Partnership relying on Section 3(c)(5)(C) will invest at least 55% of its assets in qualifying assets, and approximately an additional 25% of its assets in other types of real estate-related assets. If any subsidiary relies on Section 3(c)(5)(C), we expect to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to types of assets to determine which assets are qualifying real estate assets and real estate-related assets.

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Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exception from the definition of an investment company under the Investment Company Act.

If the market value or income potential of our qualifying real estate assets changes as compared to the market value or income potential of our non-qualifying assets, or if the market value or income potential of our assets that are considered “real estate-related assets” under the Investment Company Act or REIT qualification tests changes as compared to the market value or income potential of our assets that are not considered “real estate-related assets” under the Investment Company Act or REIT qualification tests, whether as a result of increased interest rates, prepayment rates or other factors, we may need to modify our investment portfolio in order to maintain our REIT qualification or exception from the definition of an investment company. If the decline in asset values or income occurs quickly, this may be especially difficult, if not impossible, to accomplish. This difficulty may be exacerbated by the illiquid nature of many of the assets that we may own. We may have to make investment decisions that we otherwise would not make absent REIT and Investment Company Act considerations.

Our stockholders will have limited control over changes in our policies and operations, which increases the uncertainty and risks our stockholders face.

Our board of directors determines our major policies, including our policies regarding financing, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Under Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks our stockholders face.

We have amended and restated our share redemption program to provide only for special redemptions. We currently do not expect to have funds available for ordinary redemptions in the future.

On May 15, 2014, our board of directors amended and restated our share redemption program to provide only for special redemptions. Such special redemptions are subject to an annual dollar limitation. On December 8, 2015, our board of directors approved an annual dollar limitation of $10.0 million in the aggregate for the calendar year 2016 (subject to review and adjustment during the year by the board of directors), and further subject to the limitations described in the share redemption program. Based on historical redemption activity, we believe the $10.0 million redemption limitation for the calendar year 2016 will be sufficient for these special redemptions. During each calendar year, the annual dollar limitation for the share redemption program will be reviewed and adjusted from time to time.

We currently do not expect to have funds available for ordinary redemptions in the future. Thus, until further notice, and except with respect to special redemptions, stockholders will not be able to sell any of their shares back to us pursuant to our share redemption program. In addition, even if we were to resume ordinary redemptions, our share redemption program includes numerous restrictions that would limit a stockholder’s ability to sell his or her shares, including that we have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. In its sole discretion, our board of directors may amend, suspend or terminate our share redemption program upon 30 days’ notice, provided that we may increase or decrease the funding available for the redemption of shares under the program upon ten business days’ notice to stockholders.

Pursuant to our share redemption program, the redemption price per share for eligible redemptions is equal to the estimated value per share. On December 8, 2015, our board of directors approved an estimated value per share of our common stock of $5.62 (unaudited) based on the estimated value of our assets less the estimated value of our liabilities divided by the number of shares outstanding, all as of September 30, 2015. Therefore, commencing with the December 31, 2015 redemption date, the redemption price for all shares eligible for redemption is $5.62 (unaudited) per share. For a full description of the methodologies and assumptions used to value our assets and liabilities in connection with the calculation of the estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Market Information.” The value of our shares will fluctuate over time in response to developments related to individual assets in our portfolio and the management of those assets and in response to the real estate and finance markets. As such, the estimated value per share does not take into account developments in our portfolio since December 8, 2015. We currently expect to utilize our advisor and/or an independent valuation firm to update the estimated value per share no later than December 2016.

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The estimated value per share of our common stock may not reflect the value that stockholders will receive for their investment and does not take into account how developments subsequent to the valuation date related to individual assets, the financial or real estate markets or other events may have increased or decreased the value of our portfolio.

On December 8, 2015, our board of directors approved an estimated value per share of our common stock of $5.62 (unaudited) based on the estimated value of our assets less the estimated value of our liabilities divided by the number of shares outstanding, all as of September 30, 2015. We provided this estimated value per share to assist broker-dealers that participated in our initial public offering in meeting their customer account statement reporting obligations under National Association of Securities Dealers (“NASD”) Conduct Rule 2340, as required by the Financial Industry Regulatory Authority (“FINRA”). This valuation was performed in accordance with the provisions of and also to comply with Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs , issued by the Investment Program Association (“IPA”) in April 2013 (the “IPA Valuation Guidelines”). The estimated value per share was based on the recommendation and valuation performed by our advisor. We engaged CBRE, Inc. (“CBRE”) an independent, third-party real estate valuation firm, to provide appraisals for our real estate properties.

As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties using different assumptions and estimates could derive a different estimated value per share of our common stock, and this difference could be significant. The estimated value per share is not audited and does not represent the fair value of our assets less the fair value of our liabilities according to U.S. generally accepted accounting principles (“GAAP”), nor does it represent a liquidation value of our assets and liabilities or the price at which our shares of common stock would trade on a national securities exchange. The estimated value per share does not reflect a discount for the fact that we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The estimated value per share also does not take into account estimated disposition costs and fees for real estate properties that are not under contract to sell, debt prepayment penalties or swap breakage fees that could apply upon the prepayment of certain of our debt obligations or termination of related swap agreements prior to expiration or the impact of restrictions on the assumption of debt. We have generally incurred disposition costs and fees related to the sale of each real estate property since inception of 1.7% to 3.5% of the gross sales price less concessions and credits, with the weighted average being approximately 2.2%. If this range of disposition costs and fees was applied to our real estate properties, which do not include these costs and fees in the appraised values, the resulting impact on the estimated value per share would be a decrease of $0.14 to $0.28 per share. Accordingly, with respect to the estimated value per share, we can give no assurance that:


•	a stockholder would be able to resell his or her shares at this estimated value per share;


•	a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of our company;


•	our shares of common stock would trade at the estimated value per share on a national securities exchange;


•	an independent third-party appraiser or other third-party valuation firm would agree with our estimated value per share; or


•	the methodology used to calculate our estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.

For a full description of the methodologies and assumptions used to value our assets and liabilities in connection with the calculation of the estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Market Information.” We currently expect to utilize our advisor and/or an independent valuation firm to update the estimated value per share no later than December 2016.

In addition, the value of our shares will fluctuate over time in response to developments related to individual assets in our portfolio and the management of those assets and in response to fluctuations in the real estate and finance markets. As such, the estimated value per share does not take into account developments in our portfolio since December 8, 2015, including:


•	potential future asset sales at values different from those used in the determination of estimated value per share as well as any impairment charges related to these or other assets as a result of changes in the expected hold period, or the estimated cash flows for or future expenses related to these assets;


•	any impairments we may recognize with respect to our real estate-related investment;


•	any increases or decreases in value of any of our real estate or real estate-related investments;


•	any disruptions in the real estate and financial markets or general economic conditions;


•	any unforeseen capital expenditure requirements;


•	any inability to meet our existing debt service obligations, or to repay or refinance such obligations on attractive terms or at all at or prior to maturity.

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Our stockholders’ interest in us will be diluted if we issue additional shares, which could reduce the overall value of their investment.

Our common stockholders do not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue 1,010,000,000 shares of capital stock, of which 1,000,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock. Our board of directors may increase the number of authorized shares of capital stock without stockholder approval. Our board may elect to (i) sell additional shares in future public offerings, (ii) issue equity interests in private offerings, or (iii) issue shares to our advisor, or its successors or assigns, in payment of an outstanding obligation. To the extent we issue additional equity interests, our stockholders’ percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings, the use of the proceeds and the value of our real estate investments, our stockholders may also experience dilution in the book value and fair value of their shares and in the earnings and distributions per share.

Payment of fees to KBS Capital Advisors and its affiliates reduces cash available for distribution to stockholders and increases the risk that our stockholders will not be able to recover the amount of their investment in our shares.

KBS Capital Advisors and its affiliates performed services for us in connection with the selection and acquisition or origination of our investments, and continue to perform services for us in connection with the management, leasing and disposition of our properties and the management, structuring, administration and disposition of our other investments. We pay them substantial fees for these services, which results in immediate dilution of the value of our stockholders’ investment in us and reduces the amount of cash available for distribution to our stockholders.

We may also pay significant fees during our listing/liquidation stage. Although most of the fees expected to be paid during our listing/liquidation stage are contingent on our stockholders first receiving agreed-upon investment returns, the investment-return thresholds may be reduced with the approval of our conflicts committee and subject to the other limitations in our charter.

Therefore, these fees increase the risk that the cash available for distribution to common stockholders upon a liquidation of our portfolio would be less than stockholders paid for our shares. These substantial fees and other payments also increase the risk that our stockholders will not be able to resell their shares at a profit, even if our shares are listed on a national securities exchange.

If we are unable to obtain funding for future capital needs, cash distributions to our stockholders and the value of our investments could decline.

When tenants do not renew their leases or otherwise vacate their space, we will often need to expend substantial funds for improvements to the vacated space in order to attract replacement tenants. Even when tenants do renew their leases we may agree to make improvements to their space as part of our negotiations. If we need additional capital in the future to improve or maintain our properties or for any other reason, we may have to obtain funding from sources other than our cash flow from operations, such as borrowings, asset sales or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, our investments may generate lower cash flow or decline in value, or both, which would limit our ability to make distributions to our stockholders and could reduce the value of our stockholders’ investment in us.

Our stockholders may be more likely to sustain a loss on their investment in us because our sponsors do not have as strong an economic incentive to avoid losses as do sponsors who have made significant equity investments in their companies.

Our sponsors have only invested $200,000 in us through the purchase of 20,000 shares of our common stock at $10.00 per share. Our sponsors will have little exposure to loss in the value of our shares. With this limited exposure, our stockholders may be at a greater risk of loss because our sponsors do not have as much to lose from a decrease in the value of our shares as do those sponsors who make more significant equity investments in their companies.

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Although we are not currently afforded the protection of the Maryland General Corporation Law relating to deterring or defending hostile takeovers, our board of directors could opt into these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a premium price for their stock in connection with a business combination.

Under Maryland law, “business combinations” between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, an officer of the corporation or an employee of the corporation who is also a director of the corporation are excluded from the vote on whether to accord voting rights to the control shares. Should our board opt into these provisions of Maryland law, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Similarly, provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law could provide similar anti-takeover protection.

General Risks Related to Investments in Real Estate

Economic, market and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating results.

Our operating results and the performance of our properties are subject to the risks typically associated with real estate, any of which could decrease the value of our investments and could weaken our operating results, including:


•	downturns in national, regional and local economic conditions;


•	competition from other office and industrial buildings;


•	adverse local conditions, such as oversupply or reduction in demand for office and industrial buildings and changes in real estate zoning laws that may reduce the desirability of real estate in an area;


•	vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;


•	changes in interest rates and the availability of permanent mortgage financing, which may render the sale of a property or loan difficult or unattractive;


•	changes in tax (including real and personal property tax), real estate, environmental and zoning laws;


•	natural disasters such as hurricanes, earthquakes and floods;


•	acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001;


•	the potential for uninsured or underinsured property losses; and


•	periods of high interest rates and tight money supply.

Any of the above factors, or a combination thereof, could result in a decrease in our cash flow from operations and a decrease in the value of our investments, which would have an adverse effect on our operations, on our ability to pay distributions to our stockholders and on the value of our stockholders’ investment in us.

If our acquisitions fail to perform as expected, cash distributions to our stockholders may decline.

Since breaking escrow in June 2008, we have made acquisitions of real estate and real estate-related assets based on an underwriting analysis with respect to each asset and how the asset fits into our portfolio. If these assets do not perform as expected we may have less cash flow from operations available to fund distributions and stockholders’ returns may be reduced.

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We acquired the 300-600 Campus Drive Buildings on October 10, 2008, Union Bank Plaza on September 15, 2010 and Corporate Technology Center on March 28, 2013. A significant percentage of our assets is invested in the 300-600 Campus Drive Buildings, Union Bank Plaza and Corporate Technology Center and the value of our stockholders’ investment in us will fluctuate with the performance of these investments.

The 300-600 Campus Drive Buildings represented 10.9% of our total assets and represented approximately 12.7% of our total annualized base rent as of December 31, 2015. Union Bank Plaza represented approximately 13.2% of our total assets and represented approximately 16.7% of our total annualized base rent as of December 31, 2015. Corporate Technology Center represented approximately 15.2% of our total assets and represented approximately 13.7% of our total annualized base rent as of December 31, 2015. As a result, the geographic concentration of our portfolio makes us particularly susceptible to adverse economic developments in the Florham Park, New Jersey, Los Angeles and San Jose real estate markets, respectively. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect our operating results and our ability to make distributions to our stockholders.

Because of the concentration of a significant portion of our assets in two geographic areas, any adverse economic, real estate or business conditions in these areas could affect our operating results and our ability to make distributions to our stockholders.

As of December 31, 2015 , our real estate properties in California and New Jersey represented 35.2% and 20.7% of our total assets, respectively. As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse economic developments in the California and New Jersey real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect our operating results and our ability to make distributions to stockholders.

Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties and adversely affect our cash flow and ability to pay distributions to our stockholders.

A property may incur vacancies either by the expiration and non-renewal of tenant leases or the continued default of tenants under their leases. If vacancies continue for a long period of time, we may suffer reduced revenues, resulting in less cash available for distribution to our stockholders. In addition, the resale value of the property could be diminished because the market value of a particular property depends principally upon the value of the cash flow generated by the leases associated with that property. Such a reduction in the resale value of a property could also reduce the value of our stockholders’ investment in us.

We depend on tenants for our revenue generated by our real estate investments and, accordingly, our ability to make distributions to our stockholders is partially dependent upon the success and economic viability of our tenants and our ability to retain and attract tenants. Non-renewals, terminations or lease defaults could reduce our net income and limit our ability to make distributions to our stockholders.

The success of our real estate investments materially depends upon the financial stability of the tenants leasing the properties we own. The inability of a single major tenant or a significant number of smaller tenants to meet their rental obligations would significantly lower our net income. A non-renewal after the expiration of a lease term, termination or default by a tenant on its lease payments to us would cause us to lose the revenue associated with such lease and require us to find an alternative source of revenue to meet mortgage payments and prevent a foreclosure, if the property is subject to a mortgage. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord of a property and may incur substantial costs in protecting our investment and re-leasing the property. Tenants may have the right to terminate their leases upon the occurrence of certain customary events of default and, in other circumstances, may not renew their leases or, because of market conditions, may only be able to renew their leases on terms that are less favorable to us than the terms of their initial leases. When tenants exercise early termination rights, our cash flow and earnings will be adversely affected to the extent that we are unable to generate an equivalent amount of net rental income by leasing the vacated space to new third party tenants.

Further, some of our properties may be outfitted to suit the particular needs of the tenants. We may have difficulty replacing the tenants of these properties if the outfitted space limits the types of businesses that could lease that space without major renovation. If a tenant does not renew a lease or terminates or defaults on a lease, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss.

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The bankruptcy or insolvency of our tenants or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.

Any bankruptcy filings by or relating to any of our tenants could bar us from collecting pre-bankruptcy debts from that tenant, unless we receive an order permitting us to do so from the bankruptcy court. A tenant bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold against a bankrupt entity may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. We may recover substantially less than the full value of any unsecured claims, which would harm our financial condition.

Our inability to sell a property at the time and on the terms we want could limit our ability to pay cash distributions to our stockholders and could reduce the value of our stockholders’ investment in us.

Many factors that are beyond our control affect the real estate market and could affect our ability to sell properties for the price, on the terms or within the time frame that we desire. These factors include general economic conditions, the availability of financing, interest rates and other factors, including supply and demand. Because real estate investments are relatively illiquid, we have a limited ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell a property on the terms we want, it may be necessary to expend funds to correct defects or to make improvements. However, we can give no assurance that we will have the funds available to correct such defects or to make such improvements. We may be unable to sell our properties at a profit. Our inability to sell properties at the time and on the terms we want could reduce our cash flow, limit our ability to make distributions to our stockholders and reduce the value of our stockholders’ investment in us.

Costs imposed pursuant to laws and governmental regulations may reduce our net income and our cash available for distribution to our stockholders.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns.

Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Our tenants’ operations, the condition of properties at the time we buy them, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties.

The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder our ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages we must pay will reduce our ability to pay distributions to our stockholders and may reduce the value of our stockholders’ investment.

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The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury or other damage claims could reduce our cash available for distribution to our stockholders.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce our cash available for distribution to our stockholders. All of our properties were subject to Phase I environmental assessments prior to the time they were acquired.

Costs associated with complying with the Americans with Disabilities Act may decrease our cash available for distribution.

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

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flow from operations and the return on our stockholders’ investment in us.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases have begun to insist that commercial property owners purchase coverage against terrorism as a condition to providing mortgage loans. Such insurance policies may not be available at reasonable costs, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss, which will reduce the value of our stockholders’ investment. In addition, other than any working capital reserve or other reserves we may establish, we have limited sources of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions to our stockholders.

Terrorist attacks and other acts of violence or war may affect the markets in which we operate, which could delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.

Terrorist attacks or armed conflicts may directly impact the value of our properties through damage, destruction, loss or increased security costs. We have invested in major metropolitan markets. We may not be able to obtain insurance against the risk of terrorism because it may not be available or may not be available on terms that are economically feasible. The terrorism insurance that we obtain may not be sufficient to cover loss for damages to our properties as a result of terrorist attacks. The inability to obtain sufficient terrorism insurance or any terrorism insurance at all could limit our refinancing options as some mortgage lenders have begun to insist that specific coverage against terrorism be purchased by commercial owners as a condition of providing loans.

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Risks Related to Real Estate-Related Investments

Our real estate-related investment is and will be subject to the risks typically associated with real estate.

Our mortgage loan investment is secured by a lien on real property that, upon the occurrence of a default on the loan, could result in our taking ownership of the property. The value of this property may have changed since we originated the loan and if it has dropped, our risk will increase because of the lower value of the security associated with the loan. In this manner, real estate values could impact the value of our loan investment. Therefore, our real estate-related investment is subject to the risks typically associated with real estate, which are described above under the heading “—General Risks Related to Investments in Real Estate.”

Our mortgage loan investment is and will be subject to interest rate fluctuations that affect our return as compared to market interest rates; accordingly, the value of our stockholders’ investment in us is subject to fluctuations in interest rates.

With respect to our fixed rate, long-term loan receivable, if interest rates rise, the loan could yield a return that is lower than then-current market rates. If interest rates decrease, we will be adversely affected to the extent that the loan is prepaid because we would no longer receive the revenue generated by the loan. For this reason, our return on this loan and the value of our stockholders’ investment in us are and will be subject to fluctuations in interest rates.

Our mortgage loan investment is subject to delinquency, foreclosure and loss, which could result in losses to us.

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

In the event of any default under our mortgage loan, we will bear a risk of loss of principal and accrued interest to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations. Foreclosure on a property securing a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the investment. In the event of the bankruptcy of our mortgage loan borrower, the mortgage loan will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

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

Our real estate loan investment is illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

Our real estate loan investment is illiquid. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited.

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We depend on the borrower for the revenue generated by our real estate-related investment and, accordingly, our revenue and our ability to make distributions to our stockholders are partially dependent upon the success and economic viability of such borrower.

The success of our real estate-related investment materially depends on the financial stability of the borrower under the investment. The inability of the borrower to meet its payment obligations could result in reduced revenue or losses for us. In the event of the default or bankruptcy of the borrower, we may experience delays in enforcing our rights as a creditor, and such rights may be subordinated to the rights of other creditors. These events could negatively affect the cash available for distribution to our stockholders and the value of their investment in us.

A prepayment could adversely affect the yield on our debt investment.

The yield on our debt investment may be affected by a prepayment differing from our projections. A prepayment on a debt instrument, where permitted under the debt documents, is influenced by changes in current interest rates and a variety of economic, geographic and other factors beyond our control, and consequently, such a prepayment cannot be predicted with certainty. If our debt investment is prepaid or is not repaid when expected, our anticipated yield may be impacted. Under certain interest rate and prepayment scenarios we may fail to recoup fully our cost of origination of our debt investment.

Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distribution to our stockholders.

We have entered and in the future may enter into interest rate swap agreements or pursue other interest rate hedging strategies. Our hedging activity will vary in scope based on the level of interest rates, the type of investments we hold at the relevant time and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us because, among other things:


•	interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;


•	available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;


•	the duration of the hedge products may not match the duration of the related liability or asset;


•	the amount of income that a REIT may earn from hedging transactions to offset losses due to fluctuations in interest rates is limited by federal tax provisions governing REITs;


•	the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;


•	the party owing money in the hedging transaction may default on its obligation to pay; and


•	we may purchase a hedge that turns out not to be necessary, i.e., a hedge that is out of the money.

Any hedging activity we engage in may adversely affect our earnings, which could adversely affect cash available for distribution to our stockholders. Therefore, while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the investments being hedged or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the interest rate risk sought to be hedged. Any such imperfect correlation may prevent us from achieving the intended accounting treatment and may expose us to risk of loss.

We assume the credit risk of our counterparties with respect to derivative transactions.

We enter into derivative contracts for risk management purposes to hedge our exposure to cash flow variability caused by changing interest rates on our variable rate notes payable. These derivative contracts generally are entered into with bank counterparties and are not traded on an organized exchange or guaranteed by a central clearing organization. We would therefore assume the credit risk that our counterparties will fail to make periodic payments when due under these contracts or become insolvent. If a counterparty fails to make a required payment, becomes the subject of a bankruptcy case, or otherwise defaults under the applicable contract, we would have the right to terminate all outstanding derivative transactions with that counterparty and settle them based on their net market value or replacement cost. In such an event, we may be required to make a termination payment to the counterparty, or we may have the right to collect a termination payment from such counterparty. We assume the credit risk that the counterparty will not be able to make any termination payment owing to us. We may not receive any collateral from a counterparty, or we may receive collateral that is insufficient to satisfy the counterparty’s obligation to make a termination payment. If a counterparty is the subject of a bankruptcy case, we will be an unsecured creditor in such case unless the counterparty has pledged sufficient collateral to us to satisfy the counterparty’s obligations to us.

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We assume the risk that our derivative counterparty may terminate transactions early.

If we fail to make a required payment or otherwise default under the terms of a derivative contract, the counterparty would have the right to terminate all outstanding derivative transactions between us and that counterparty and settle them based on their net market value or replacement cost. In certain circumstances, the counterparty may have the right to terminate derivative transactions early even if we are not defaulting. If our derivative transactions are terminated early, it may not be possible for us to replace those transactions with another counterparty, on as favorable terms or at all.

We may be required to collateralize our derivative transactions.

We may be required to secure our obligations to our counterparties under our derivative contracts by pledging collateral to our counterparties. That collateral may be in the form of cash, securities or other assets. If we default under a derivative contract with a counterparty, or if a counterparty otherwise terminates one or more derivative contracts early, that counterparty may apply such collateral toward our obligation to make a termination payment to the counterparty. If we have pledged securities or other assets, the counterparty may liquidate those assets in order to satisfy our obligations. If we are required to post cash or securities as collateral, such cash or securities will not be available for use in our business. Cash or securities pledged to counterparties may be repledged by counterparties and may not be held in segregated accounts. Therefore, in the event of a counterparty insolvency, we may not be entitled to recover some or all collateral pledged to that counterparty, which could result in losses and have an adverse effect on our operations.

There can be no assurance that the direct or indirect effects of the Dodd-Frank Act and other applicable non-US regulations will not have an adverse effect on our interest rate hedging activities.

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) imposed additional regulations on derivatives markets and transactions. Such regulations and, to the extent we trade with counterparties organized in non-US jurisdictions, any applicable regulations in those jurisdictions, are still being implemented, and will affect our interest rate hedging activities. While the full impact of regulation on our interest rate hedging activities cannot be fully assessed until all final rules and regulations are implemented, such regulation may affect our ability to enter into hedging or other risk management transactions, may increase our costs in entering into such transactions, and/or may result in us entering into such transactions on less favorable terms than prior to implementation of such regulation. For example, subject to an exception under the Dodd-Frank Act for “end-users” of swaps upon which we may seek to rely, we may be required to clear certain interest rate hedging transactions by submitting them to a derivatives clearing organization. In addition, to the extent we are required to clear any such transactions, we will be required to, among other things, post margin in connection with such transactions. The occurrence of any of the foregoing events may have an adverse effect on our business and our stockholders’ return.

Declines in the market values of our investments may adversely affect periodic reported results of operations and credit availability, which may reduce earnings and, in turn, cash available for distribution to our stockholders.

A decline in the market value of our assets may adversely affect us, particularly in instances where we have borrowed money based on the market value of those assets. If the market value of those assets declines, the lender may require us to post additional collateral to support the loan. If we were unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise have chosen to do so. A reduction in available credit may reduce our earnings and, in turn, cash available for distribution to stockholders.

Further, credit facility providers may require us to maintain a certain amount of cash reserves or to set aside unleveraged assets sufficient to maintain a specified liquidity position, which would allow us to satisfy our collateral obligations. As a result, if the market value of our investments declines, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity. In the event that we are unable to meet these contractual obligations, our financial condition could deteriorate rapidly.

The market value of our real estate-related investment may decline for a number of reasons, such as changes in prevailing market rates, a default related to the underlying collateral and widening of credit spreads.

Our investments in derivatives are carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these instruments.

Our investments in derivatives are recorded at fair value but have limited liquidity and are not publicly traded. The fair value of our derivatives may not be readily determinable. We will estimate the fair value of any such investments on a quarterly basis. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on numerous estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The value of our common stock could be adversely affected if our determinations regarding the fair value of these investments are materially higher than the values that we ultimately realize upon their disposal or maturity.

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Risks Associated with Debt Financing

We obtain mortgage indebtedness, lines of credit and other borrowings, which increases our risk of loss due to potential foreclosure.

We obtain lines of credit and long-term financing secured by our properties and other assets. We have acquired many of our real properties by financing a portion of the price of the properties and mortgaging or pledging some or all of the properties purchased as security for that debt. We may also incur mortgage debt on properties that we already own in order to fund property improvements and other capital expenditures, to pay distributions and for other purposes. In addition, we may borrow as necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes, including borrowings to satisfy the REIT requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders (computed without regard to the dividends-paid deduction and excluding net capital gain). However, we can give our stockholders no assurance that we will be able to obtain such borrowings on satisfactory terms or at all.

If there is a shortfall between the cash flow generated by a mortgaged property and the cash flow needed to service mortgage debt on that property, then the amount of cash available for distribution to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, reducing the value of our stockholders’ investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure even though we would not necessarily receive any cash proceeds. We have given and may give full or partial guarantees to lenders of mortgage or other debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of all or a part of the debt or other amounts related to the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, a default on a mortgage secured by a single property could affect mortgages secured by other properties.

High mortgage rates or changes in underwriting standards may make it difficult for us to refinance properties, which could reduce our cash flow from operations and the amount of cash available for distribution to our stockholders.

We may be unable to refinance part or all of the property subject to the mortgage debt when it becomes due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance properties, our income could be reduced. We may be unable to refinance or may only be able to partly refinance properties if underwriting standards, including loan to value ratios and yield requirements, among other requirements, are more strict than when we originally financed the properties. If any of these events occurs, our cash flow could be reduced and/or we might have to pay down existing mortgages. This, in turn, would reduce cash available for distribution to our stockholders, could cause us to require additional capital and may hinder our ability to raise capital by issuing more stock or by borrowing more money.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan agreements into which we enter may contain covenants that limit our ability to further mortgage a property or that prohibit us from discontinuing insurance coverage or replacing our advisor. These or other limitations would decrease our operating flexibility and our ability to achieve our operating objectives and limit our ability to pay distributions to our stockholders.

Increases in interest rates would increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

We have incurred variable rate debt and we may incur additional debt or refinance existing debt in the future. Increases in interest rates will increase the cost of that debt, which could reduce our cash flow from operations and the cash we have available for distribution to our stockholders. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments at times that may not permit realization of the maximum return on such investments.

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We have broad authority to incur debt and high debt levels could hinder our ability to make distributions and decrease the value of our stockholders’ investment.

We limit our total liabilities to 75% of the cost (before deducting depreciation or other noncash reserves) of our tangible assets; however, we may exceed this limit if the majority of the conflicts committee approves each borrowing in excess of this limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of December 31, 2015 , our borrowings and other liabilities were approximately 36% of both the cost (before deducting depreciation or other noncash reserves) and book value (before deducting depreciation) of our tangible assets, respectively. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants. These factors could limit the amount of cash we have available to distribute to our stockholders and could result in a decline in the value of our stockholders’ investment in us.

Federal Income Tax Risks

Failure to qualify as a REIT would reduce our net earnings available for distribution.

Our qualification as a REIT will depend upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets and other tests imposed by the Internal Revenue Code. If we fail to qualify as a REIT for any taxable year after electing REIT status, we will be subject to federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year in which we lost our REIT status. Losing our REIT status would reduce our net earnings available for distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends-paid deduction and we would no longer be required to pay distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.

Failure to qualify as a REIT would subject us to federal income tax, which would reduce the cash available for distribution to our stockholders.

We believe that we have operated and will continue to operate in a manner that will allow us to continue to qualify as a REIT for federal income tax purposes. However, the federal income tax laws governing REITs are extremely complex, and interpretations of the federal income tax laws governing qualification as a REIT are limited. Qualifying as a REIT requires us to meet various tests regarding the nature of our assets and our income, the ownership of our outstanding stock, and the amount of our distributions on an ongoing basis. Accordingly, we cannot be certain that we will be successful in operating so we can remain qualified as a REIT. While we intend to continue to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, including the tax treatment of certain investments we may make, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year. If we fail to qualify as a REIT in any calendar year and we do not qualify for certain statutory relief provisions, we would be required to pay federal income tax on our taxable income. We might need to borrow money or sell assets to pay that tax. Our payment of income tax would decrease the amount of our income available for distribution to our stockholders. Furthermore, if we fail to maintain our qualification as a REIT and we do not qualify for certain statutory relief provisions, we no longer would be required to distribute substantially all of our REIT taxable income to our stockholders. Unless our failure to qualify as a REIT were excused under federal tax laws, we would be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost.

Our stockholders may have current tax liability on distributions they elected to reinvest in our common stock.

If our stockholders participated in our dividend reinvestment plan (which terminated effective May 29, 2014), they will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. In addition, our stockholders will be treated for tax purposes as having received an additional distribution to the extent the shares were purchased at a discount to fair market value, if any. As a result, unless our stockholders are tax-exempt entities, they may have to use funds from other sources to pay their tax liability on the value of the shares of common stock received.

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Even if we qualify as a REIT for federal income tax purposes, we may be subject to state, local or other tax liabilities that reduce our cash flow and our ability to make distributions to our stockholders.

Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes on our income or property. For example:

•

In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our stockholders (which is determined without regard to the dividends-paid deduction or net capital gain). To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on the undistributed income.


•	We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.


•	If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may avoid the 100% tax on the gain from a resale of that property, but the income from the sale or operation of that property may be subject to corporate income tax at the highest applicable rate.


•	If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain would be subject to the 100% “prohibited transaction” tax unless such sale were made by one of our taxable REIT subsidiaries.

REIT distribution requirements could adversely affect our ability to execute our business plan.

We generally must distribute annually at least 90% of our REIT taxable income, subject to certain adjustments and excluding any net capital gain, in order for federal corporate income tax not to apply to earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws. We intend to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code.

From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our taxable income may be greater than our cash flow available for distribution to stockholders (for example, where a borrower defers the payment of interest in cash pursuant to a contractual right or otherwise). If we do not have other funds available in these situations we could be required to borrow funds, sell investments at disadvantageous prices or find another alternative source of funds to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirements and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

To maintain our REIT status, we may be forced to forego otherwise attractive business or investment opportunities, which may delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.

To qualify as a REIT, we must satisfy certain tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits and reduce the value of our stockholders’ investment.

If our operating partnership fails to maintain its status as a partnership for federal income tax purposes, its income would be subject to taxation and our REIT status would be terminated.

We intend to maintain the status of our operating partnership as a partnership for federal income tax purposes. However, if the IRS were to successfully challenge the status of our operating partnership as a partnership, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that our operating partnership could make to us. This would also result in our losing REIT status and becoming subject to a corporate level tax on our own income. This would substantially reduce our cash available to pay distributions and the return on your investment. In addition, if any of the entities through which our operating partnership owns its properties, in whole or in part, loses its characterization as a partnership for federal income tax purposes, the underlying entity would become subject to taxation as a corporation, thereby reducing distributions to our operating partnership and jeopardizing our ability to maintain REIT status.

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Potential characterization of distributions or gain on sale may be treated as unrelated business taxable income to tax-exempt investors.

If (i) all or a portion of our assets are subject to the rules relating to taxable mortgage pools, (ii) we are a “pension-held REIT,” (iii) a tax-exempt stockholder has incurred debt to purchase or hold our common stock, or (iv) the residual Real Estate Mortgage Investment Conduit interests, or REMICs, we buy (if any) generate “excess inclusion income,” then a portion of the distributions to and, in the case of a stockholder described in clause (iii), gains realized on the sale of common stock by such tax-exempt stockholder may be subject to federal income tax as unrelated business taxable income under the Internal Revenue Code.

The tax on prohibited transactions will limit our ability to engage in transactions that would be treated as sales for federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of assets, other than foreclosure property, deemed held primarily for sale to customers in the ordinary course of business. We might be subject to this tax if we were to dispose of loans in a manner that was treated as a sale of the loans for federal income tax purposes. Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans at the REIT level, even though the sales might otherwise be beneficial to us.

It may be possible to reduce the impact of the prohibited transaction tax by conducting certain activities through taxable REIT subsidiaries. However, to the extent that we engage in such activities through taxable REIT subsidiaries, the income associated with such activities may be subject to full corporate income tax.

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

To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and residential and commercial mortgage-backed securities. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% (20% for taxable years after 2017) of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate from our portfolio otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

Liquidation of assets may jeopardize our REIT qualification.

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

Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Internal Revenue Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate, inflation and/or currency risks will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the purpose of the instrument is to (i) hedge interest rate risk on liabilities incurred to carry or acquire real estate, (ii) hedge risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the REIT 75% or 95% gross income tests or (iii) manage risk with respect to the termination of certain prior hedging transactions described in (i) and/or (ii) above and, in each case, such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute nonqualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than we would otherwise incur.

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The ability of our board of directors to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce distributions to our stockholders.

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. While we intend to elect and qualify to be taxed as a REIT, we may not elect to be treated as a REIT or may terminate our REIT election if we determine that qualifying as a REIT is no longer in our best interests. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders and on the market price of our common stock.

We may be subject to adverse legislative or regulatory tax changes.

At any time, the federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended. We cannot predict when or if any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in, or any new, federal income tax law, regulation or administrative interpretation. You are urged to consult with your tax advisor with respect to the impact of recent legislation on your investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.

Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. Our board of directors has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our stockholders.

Dividends payable by REITs do not qualify for the reduced tax rates.

In general, the maximum tax rate for dividends payable to domestic stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for this reduced rate. While this tax treatment does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in stock of non‑REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes.

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Retirement Plan Risks

If the fiduciary of an employee benefit plan subject to ERISA (such as a profit sharing, Section 401(k) or pension plan) or an owner of a retirement arrangement subject to Section 4975 of the Internal Revenue Code (such as an individual retirement account (“IRA”)) fails to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our stock, the fiduciary could be subject to penalties and other sanctions.

There are special considerations that apply to employee benefit plans subject to the Employee Retirement Income Security Act (“ERISA”) (such as profit sharing, Section 401(k) or pension plans) and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRA) that invest in our shares. Fiduciaries and IRA owners that invest the assets of such a plan or account in our common stock should satisfy themselves that:


•	the investment is consistent with their fiduciary and other obligations under ERISA and the Internal Revenue Code;


•	the investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;


•	the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code;


•	the investment in our shares, for which no public market currently exists, is consistent with the liquidity needs of the plan or IRA;


•	the investment will not produce an unacceptable amount of “unrelated business taxable income” for the plan or IRA;


•	our stockholders will be able to comply with the requirements under ERISA and the Internal Revenue Code to value the assets of the plan or IRA annually; and


•	the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

With respect to the annual valuation requirements described above, we will provide an estimated value for our common stock annually. We can make no claim whether such estimated value will or will not satisfy the applicable annual valuation requirements under ERISA and the Internal Revenue Code. The Department of Labor or the Internal Revenue Service may determine that a plan fiduciary or an IRA custodian is required to take further steps to determine the value of our common stock. In the absence of an appropriate determination of value, a plan fiduciary or an IRA custodian may be subject to damages, penalties or other sanctions. For information regarding our estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities - Market Information” of this Annual Report on Form 10-K.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal penalties and could subject the fiduciary to claims for damages or for equitable remedies, including liability for investment losses. In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Internal Revenue Code, the fiduciary or IRA owner who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. In addition, the investment transaction must be undone. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified as a tax-exempt account and all of the assets of the IRA may be deemed distributed and subjected to tax. ERISA plan fiduciaries and IRA owners should consult with counsel before making an investment in our common stock.


ITEM 1B.	UNRESOLVED STAFF COMMENTS

We have no unresolved staff comments.

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ITEM 2.	PROPERTIES

As of December 31, 2015 , our portfolio of real estate consisted of ten office properties, one office/flex property and an office campus consisting of eight office buildings) encompassing in the aggregate 5.2 million rentable square feet. The total cost of our portfolio of real estate was $1.3 billion. As of December 31, 2015 , our portfolio of real estate was approximately 87% occupied, the annualized base rent was $135.8 million and the average annualized base rent per square foot of our portfolio of real estate was $29.80. The weighted-average remaining lease term of our portfolio of real estate (excluding options to extend) was 5.4 years. As of December 31, 2015 , three properties represented more than 10% of our total assets:



Property	Location	Rentable Square Feet	Total Real Estate, Net (in thousands)		Percentage of Total Assets		Annualized Base Rent (in thousands) ⁽¹⁾		Average Annualized Base Rent per sq. ft. ⁽²⁾		Occupancy		Weighted Average Remaining Lease Term
Corporate Technology Centre	San Jose, CA	610,083	$	207,953	15.2	%	$	18,537	$	30.38	100	%	3.5 years
Union Bank Plaza	Los Angeles, CA	627,334	179,646		13.2	%	22,677		39.48		92	%	5.3 years
300-600 Campus Drive Buildings	Florham Park, NJ	578,366	148,255		10.9	%	17,196		30.51		97	%	10.6 years

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⁽²⁾ Average annualized base rent per square foot is calculated as the annualized base rent divided by the leased square feet.

For a discussion of our real estate portfolio, see Part I, Item 1, “Business” of this Annual Report on Form 10-K.

Portfolio Lease Expirations

The following table sets forth a schedule of expiring leases for our portfolio of real estate by rentable square footage and by annualized base rent as of December 31, 2015 :



Year of Expiration	Number of Leases Expiring	Annualized Base Rent ⁽¹⁾ (in thousands)		% of Portfolio Annualized Base Rent		Leased Rentable Square Feet Expiring	% of Portfolio Rentable Square Feet Expiring
Month to Month	52	$	787	0.6	%	56,879	1.2	%
2016	65	15,909		11.7	%	508,775	11.2	%
2017	61	11,237		8.3	%	510,424	11.2	%
2018	64	19,636		14.5	%	666,484	14.6	%
2019	42	8,510		6.3	%	291,471	6.4	%
2020	27	4,325		3.2	%	144,533	3.2	%
2021	29	14,188		10.4	%	452,075	9.9	%
2022	37	20,994		15.5	%	541,640	11.9	%
2023	27	13,735		10.1	%	523,784	11.5	%
2024	15	6,165		4.5	%	211,159	4.6	%
2025	8	8,324		6.1	%	283,947	6.2	%
Thereafter ⁽²⁾	15	11,962		8.8	%	365,240	8.1	%
Total	442	$	135,772	100.0	%	4,556,411	100.0	%

_____________________

⁽¹⁾ Annualized base rent represents annualized contractual base rental income as of December 31, 2015 , adjusted to straight‑line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

⁽²⁾ Represents leases expiring from 2026 through 2031.

For more information with respect to our tenants, see Part I, Item 1, “Business” of this Annual Report on Form 10-K.

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Concentration of Credit Risks

As of December 31, 2015 , we had a concentration of credit risk related to the following tenant lease that represented more than 10% of our annualized base rent:

Annualized Base Rent Statistics

Tenant

Property

Tenant Industry

Square

Feet

% of Portfolio (Net Rentable Sq. Ft.)

Annualized

Base Rent

(in thousands) ⁽¹⁾

% of Portfolio Annualized Base Rent

Annualized Base Rent per Sq. Ft.

Lease Expiration ⁽²⁾⁽³⁾

Union Bank

Union Bank Plaza

Finance

408,260

9.0%

16,742

12.3%

41.01

9/30/2016 /
1/31/2022

_____________________

⁽²⁾ Represents the expiration date of the lease as of December 31, 2015 and does not take into account any tenant renewal or termination options.

⁽³⁾ Of the 408,260 rentable square feet occupied by the tenant, a total of 33,602 rentable square feet will expire on September 30, 2016.


ITEM 3.	LEGAL PROCEEDINGS

From time to time, we are party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition. Nor are we aware of any such legal proceedings contemplated by government authorities.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.

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PART II


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

Stockholder Information

As of March 14, 2016 , we had approximately 189.4 million shares of common stock outstanding held by a total of approximately 47,800 stockholders. The number of stockholders is based on the records of DST Systems, Inc., which serves as our transfer agent.

Market Information

No public market currently exists for our shares of common stock, and we currently have no plans to list our shares on a national securities exchange. Until our shares are listed, if ever, our stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase requirements. Any sale must comply with applicable state and federal securities laws. In addition, our charter prohibits the ownership of more than 9.8% of our stock by a single person, unless exempted by our board of directors. Consequently, there is the risk that our stockholders may not be able to sell their shares at a time or price acceptable to them.

We provide an estimated value per share to assist broker-dealers that participated in our initial public offering in meeting their customer account statement reporting obligations under NASD Conduct Rule 2340 as required by FINRA. This valuation was performed in accordance with the provisions of and also to comply with the IPA Valuation Guidelines. For this purpose, we estimated the value of the shares of our common stock as $5.62 (unaudited) per share as of December 31, 2015. This estimated value per share is based on our board of directors’ approval on December 8, 2015 of an estimated value per share of our common stock of $5.62 (unaudited) based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding, all as of September 30, 2015. There were no material changes between September 30, 2015 and December 8, 2015 that impacted the overall estimated value per share.

The conflicts committee, composed solely of all of our independent directors, is responsible for the oversight of the valuation process used to determine the estimated value per share of our common stock, including the review and approval of the valuation and appraisal processes and methodologies used to determine our estimated value per share, the consistency of the valuation and appraisal methodologies with real estate industry standards and practices and the reasonableness of the assumptions used in the valuations and appraisals. The estimated value per share was based upon the recommendation and valuation prepared by our advisor. Our advisor’s valuation of our 12 real estate properties held as of September 30, 2015 was based on appraisals performed by CBRE, an independent third-party valuation firm. CBRE prepared appraisal reports, summarizing key inputs and assumptions, for each of our real estate properties. Our advisor also performed valuations with respect to our real estate-related investments, cash, other assets, mortgage debt and other liabilities. The methodologies and assumptions used to determine the estimated value of our assets and the estimated value of our liabilities are described further below.

Our advisor used the appraised values of our real estate properties, together with our advisor’s estimated value of each of our other assets and our liabilities, to calculate and recommend an estimated value per share of our common stock. Based on (i) the conflicts committee’s receipt and review of our advisor’s valuation report, including our advisor’s summary of the appraisal reports prepared by CBRE and our advisor’s estimated value of each of our other assets and our liabilities, (ii) the conflicts committee’s review of the reasonableness of our estimated value per share resulting from our advisor’s valuation process, and (iii) other factors considered by the conflicts committee and the conflicts committee’s own extensive knowledge of our assets and liabilities, the conflicts committee concluded that the estimated value per share proposed by our advisor was reasonable and recommended to our board of directors that it adopt $5.62 (unaudited) as the estimated value per share of our common stock. The board of directors unanimously agreed to accept the recommendation of the conflicts committee and approved $5.62 (unaudited) as the estimated value per share of our common stock, which determination is ultimately and solely the responsibility of the board of directors.

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The table below sets forth the calculation of our estimated value per share as of December 8, 2015, as well as the calculation of our prior estimated value per share as of December 4, 2014:



	December 8, 2015 Estimated Value per Share			December 4, 2014 Estimated Value per Share ⁽¹⁾			Change in Estimated Value per Share
Real estate properties ⁽²⁾	$	8.09		$	9.76		$	(1.67	)
Real estate-related investments ⁽³⁾	0.08			0.39			(0.31		)
Cash ⁽⁴⁾	1.28			0.46			0.82
Other assets	0.02			0.05			(0.03		)
Mortgage debt ⁽⁵⁾	(3.71		)	(4.59		)	0.88
Other liabilities	(0.14		)	(0.21		)	0.07
Estimated value per share	$	5.62		$	5.86		$	(0.24	)
Estimated enterprise value premium	None assumed			None assumed			None assumed
Total estimated value per share	$	5.62		$	5.86		$	(0.24	)

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⁽¹⁾ The December 4, 2014 estimated value per share was based upon the recommendation and valuation of our advisor. Our advisor’s valuation of our real estate properties was based on (i) appraisals of 13 of our real estate properties performed by CBRE and (ii) the contractual sales prices less actual or estimated disposition costs and fees and capital expenditures required between September 30, 2014 and the actual or expected closing date of the six properties that either were sold subsequent to September 30, 2014 or were under contract to sell as of December 4, 2014. Our advisor also performed valuations of our real estate-related investments, cash, other assets, mortgage debt and other liabilities. For more information relating to the December 4, 2014 estimated value per share and the assumptions and methodologies used by CBRE and our advisor, see our Current Report on Form 8-K filed with the SEC on December 4, 2014.

⁽²⁾ The decrease in the estimated value of real estate properties per share was primarily due to real estate property sales.

⁽³⁾ The decrease in the estimated value of real estate-related investments per share was primarily due to the payoff of one of our real estate loans receivable.

⁽⁴⁾ The increase in cash per share was primarily due to net proceeds from the dispositions of real estate properties and the payoff of a real estate loan receivable.

⁽⁵⁾ The decrease in estimated value of mortgage debt per share was primarily due to the repayment of principal outstanding under loans secured by assets that were sold subsequent to September 30, 2014.

The decrease in our estimated value per share from the previous estimate was primarily due to the items noted in the table below, which reflect the significant contributors to the decrease in the estimated value per share from $5.86 (unaudited) to $5.62 (unaudited). The changes are not equal to the change in values of each asset and liability group presented in the table above due to asset sales or payoffs, debt repayments and other factors, which caused the value of certain asset or liability groups to change with no impact to our fair value of equity or the overall estimated value per share.



	Calculation of Estimated Value per Share
December 4, 2014 estimated value per share	$	5.86
Changes to estimated value per share
Real estate
Real estate properties	(0.01		)
Properties sold through September 30, 2015	(0.01		)
Capital expenditures on real estate	(0.27		)
Total change related to real estate	(0.29		)
Operating cash flows in excess of monthly distributions declared ⁽¹⁾	0.04
Notes payable	(0.01		)
Other changes, net	0.02
Total change in estimated value per share	$	(0.24	)
December 8, 2015 estimated value per share	$	5.62

_____________________

⁽¹⁾ Operating cash flow reflects modified funds from operations (“MFFO”) adjusted to add back the amortization of deferred financing costs. We compute MFFO in accordance with the definition included in the practice guideline issued by the IPA in November 2010.

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As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties using different assumptions and estimates could derive a different estimated value per share of our common stock, and this difference could be significant. The estimated value per share is not audited and does not represent the fair value of our assets less the fair value of our liabilities according to U.S. generally accepted accounting principles (“GAAP”), nor does it represent a liquidation value of our assets and liabilities or the price at which our shares of common stock would trade on a national securities exchange. The estimated value per share does not reflect a discount for the fact that we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The estimated value per share also does not take into account estimated disposition costs and fees for real estate properties that are not under contract to sell, debt prepayment penalties or swap breakage fees that could apply upon the prepayment of certain of our debt obligations or termination of related swap agreements prior to expiration or the impact of restrictions on the assumption of debt. We have generally incurred disposition costs and fees related to the sale of each real estate property since inception of 1.7% to 3.5% of the gross sales price less concessions and credits, with the weighted average being approximately 2.2%. If this range of disposition costs and fees was applied to our real estate properties, which do not include these costs and fees in the appraised values, the resulting impact on the estimated value per share would be a decrease of $0.14 to $0.28 per share. As of December 8, 2015, we had no potentially dilutive securities outstanding that would impact the estimated value per share of our common stock.

Our estimated value per share takes into consideration any potential liability related to a participation fee our advisor is entitled to upon meeting certain stockholder return thresholds in accordance with the advisory agreement. For purposes of determining the estimated value per share, our advisor calculated the potential liability related to this incentive fee based on a hypothetical liquidation of the assets and liabilities at their estimated fair values, after considering the impact of any potential closing costs and fees related to the disposition of real estate properties, and determined that there would be no liability related to the participation fee.

Methodology

Our goal for the valuation was to arrive at a reasonable and supportable estimated value per share, using a process that was designed to be in compliance with the IPA Valuation Guidelines and using what we and our advisor deemed to be appropriate valuation methodologies and assumptions. The following is a summary of the valuation and appraisal methodologies, assumptions and estimates used to value our assets and liabilities:

Real Estate

Independent Valuation Firm: CBRE ⁽¹⁾ was selected by our advisor and approved by our conflicts committee and board of directors to appraise our real estate properties. CBRE is not affiliated with us or our advisor. The compensation we paid to CBRE was based on the scope of work and not on the appraised values of our real estate properties. The appraisals were performed in accordance with the Code of Ethics and the Uniform Standards of Professional Appraisal Practice, or USPAP, the real estate appraisal industry standards created by The Appraisal Foundation, as well as the requirements of the state where each real property is located. Each appraisal was reviewed, approved and signed by an individual with the professional designation of MAI (Member of the Appraisal Institute). The use of the reports is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

CBRE collected all reasonably available material information that it deemed relevant in appraising our real estate properties. CBRE obtained property-level information from our advisor, including (i) property historical and projected operating revenues and expenses; (ii) property lease agreements; and (iii) information regarding recent or planned capital expenditures. CBRE reviewed and relied in part on the property-level information provided by our advisor and considered this information in light of its knowledge of each property’s specific market conditions.

_____________________

⁽¹⁾ CBRE is actively engaged in the business of appraising commercial real estate properties similar to those we own in connection with public securities offerings, private placements, business combinations and similar transactions. We engaged CBRE to deliver appraisal reports relating to our real estate properties and CBRE received fees upon the delivery of such reports. In addition, we have agreed to indemnify CBRE against certain liabilities arising out of this engagement. CBRE is an affiliate of CBRE Group, Inc., a parent holding company of affiliated companies that are engaged in the ordinary course of business in many areas related to commercial real estate and related services. In the two years prior to the date of this filing, CBRE and its affiliates have provided a number of commercial real estate, appraisal, valuation and financial advisory services for us and our affiliates and have received fees in connection with such services. CBRE and its affiliates may from time to time in the future perform other commercial real estate, appraisal, valuation and financial advisory services for us and our affiliates in transactions related to the properties that are the subjects of the appraisals, so long as such other services do not adversely affect the independence of the applicable CBRE appraiser as certified in the applicable appraisal report.

In the ordinary course of its business, CBRE and its affiliates, directors and officers may structure and effect transactions for their own accounts or for the accounts of their customers in commercial real estate assets of the same kind and in the same markets as our assets.

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In conducting its investigation and analyses, CBRE took into account customary and accepted financial and commercial procedures and considerations as it deemed relevant. Although CBRE reviewed information supplied or otherwise made available by us or our advisor for reasonableness, it assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party and did not independently verify any such information. With respect to operating or financial forecasts and other information and data provided to or otherwise reviewed by or discussed with CBRE, CBRE assumed that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of our management and/or our advisor. CBRE relied on us to advise it promptly if any information previously provided became inaccurate or was required to be updated during the period of its review.

In performing its analyses, CBRE made numerous other assumptions as of various points in time with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond its and our control, as well as certain factual matters. For example, unless specifically informed to the contrary, CBRE assumed that we had clear and marketable title to each real estate property appraised, that no title defects existed, that any improvements were made in accordance with law, that no hazardous materials were present or had been present previously, that no deed restrictions existed, and that no changes to zoning ordinances or regulations governing use, density or shape were pending or being considered. Furthermore, CBRE’s analyses, opinions and conclusions were necessarily based upon market, economic, financial and other circumstances and conditions existing as of or prior to the date of the appraisal, and any material change in such circumstances and conditions may affect CBRE’s analyses and conclusions. CBRE’s appraisal reports contain other assumptions, qualifications and limitations that qualify the analyses, opinions and conclusions set forth therein. Furthermore, the prices at which our real estate properties may actually be sold could differ from their appraised values.

Although CBRE considered any comments received from us or our advisor to its appraisal reports, the final appraised values of our real estate properties were determined by CBRE. The appraisal reports for our real estate properties are addressed solely to us to assist our advisor in calculating and recommending an updated estimated value per share of our common stock. The appraisal reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value per share of our common stock and do not constitute a recommendation to any person to purchase or sell any shares of our common stock. In preparing its appraisal reports, CBRE did not solicit third-party indications of interest for our real estate properties. In preparing its appraisal reports, CBRE also did not, and was not requested to, solicit third party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of us. While CBRE was responsible for providing appraisals of our real estate properties for us, CBRE was not responsible for, did not calculate, and did not participate in, the determination of the estimated value per share of our common stock.

The foregoing is a summary of the standard assumptions, qualifications and limitations that generally apply to CBRE’s appraisal reports. All of the CBRE appraisal reports, including the analyses, opinions and conclusions set forth in such reports, are qualified by the assumptions, qualifications and limitations set forth in the respective appraisal reports.

Real Estate Valuation: As of September 30, 2015, we owned 12 real estate properties (consisting of 10 office properties, one office/flex property and an office campus consisting of eight office buildings). CBRE appraised each of our real estate properties using various methodologies including the direct capitalization approach, discounted cash flow analyses and sales comparison approach and relied primarily on 10-year discounted cash flow analyses for the final appraisal of each of the properties. CBRE calculated the discounted cash flow value of our real estate properties using property-level cash flow estimates, terminal capitalization rates and discount rates that fall within ranges it believes would be used by similar investors to value our real estate properties based on recent comparable market transactions adjusted for unique property and market-specific factors.

The total appraised value of our real estate properties as of September 30, 2015 was $1.537 billion. The total cost basis of these properties as of September 30, 2015 was $1.606 billion. This amount includes the acquisition cost of $1.443 billion, $144.1 million in capital expenditures, leasing commissions and tenant improvements since inception and $19.1 million of acquisition fees and expenses. The appraised value of our real estate properties as of September 30, 2015 compared to the total acquisition cost of these properties plus subsequent capital expenditures, leasing commissions and tenant improvements and acquisition fees and expenses through September 30, 2015, results in an overall decrease in the real estate value of the properties of approximately 4.3%.

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The following summarizes the key assumptions that CBRE used in the discounted cash flow models to arrive at the appraised values for our real estate properties:



	Range in Values	Weighted-Average Basis
Terminal capitalization rate	6.00% to 8.00%	7.01%
Discount rate	6.75% to 9.38%	7.96%
Net operating income compounded annual growth rate ⁽¹⁾	(1.48)% to 12.40%	4.65%

_____________________

⁽¹⁾ The net operating income compounded annual growth rates (“CAGRs”) reflect both the contractual and market rents and reimbursements (in cases where the contractual lease period is less than the hold period) net of expenses over the holding period. The range of CAGRs shown is the constant annual rate at which the net operating income is projected to grow to reach the net operating income in the final year of the hold period for each of the properties.

While we believe that CBRE’s assumptions and inputs are reasonable, a change in these assumptions and inputs would significantly impact the calculation of the appraised value of our real estate properties and thus, our estimated value per share. The table below illustrates the impact on the estimated value per share if the terminal capitalization rates or discount rates CBRE used to appraise our real estate properties were adjusted by 25 basis points, assuming all other factors remain unchanged. Additionally, the table below illustrates the impact on the estimated value per share if the terminal capitalization rates or discount rates were adjusted by 5% in accordance with the IPA Valuation Guidelines, assuming all other factors remain unchanged:



	Increase (Decrease) on the Estimated Value per Share due to
	Decrease of 25 basis points		Increase of 25 basis points			Decrease of 5%		Increase of 5%
Terminal capitalization rates	$	0.18	$	(0.16	)	$	0.24	$	(0.22	)
Discount rates	0.16		(0.15		)	0.27		(0.23		)

Finally, each 1% change in the value of our real estate properties would result in a change of $0.08 to the estimated value per share, assuming all other factors remain unchanged.

Real Estate Loan Receivable

The estimated value for our real estate loan receivable is equal to the GAAP fair value disclosed in our Quarterly Report on Form 10-Q for the period ended September 30, 2015, but does not equal the book value of the loan in accordance with GAAP. The value of the real estate loan receivable was estimated by applying a discounted cash flow analysis over the remaining expected life of the investment, excluding any potential transaction costs. The cash flow estimate used in the analysis during the term of the investment was based on the investment’s contractual cash flow, which we anticipate we will receive. The expected cash flow for the loan was discounted at a rate that we expect a market participant would require for an instrument with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral, current performance, credit enhancements and other factors.

As of September 30, 2015, we owned one real estate loan receivable. The cost of our real estate loan receivable was $14.3 million, including $0.1 million of origination fees and costs and $0.3 million of principal repayments. As of September 30, 2015, the fair value of our real estate loan receivable was $14.6 million and the outstanding principal balance was $14.3 million. The discount rate applied to the cash flow from the real estate loan receivable, which has a remaining term of 2.8 years, was approximately 6.5%. Similar to the valuation for real estate, a change in the assumptions and inputs would change the fair value of our real estate loan receivable and thus, our estimated value per share. Assuming all other factors remain unchanged, a decrease or increase in the discount rates of 25 basis points would have no impact on the estimated value per share and, additionally, a 5% decrease or increase in the discount rates would have no impact on the estimated value per share.

Notes Payable

The estimated values of our notes payable are equal to the GAAP fair values disclosed in our Quarterly Report on Form 10-Q for the period ended September 30, 2015. The estimated value of our notes payable does not equal the book value of the loans in accordance with GAAP. The GAAP fair values of our notes payable were determined using a discounted cash flow analysis. The discounted cash flow analysis was based on projected cash flow over the remaining loan terms, including extensions we expect to exercise, and on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio and type of collateral.

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As of September 30, 2015, the GAAP fair value and carrying value of our notes payable were $704.1 million and $700.9 million, respectively. The weighted-average discount rate applied to the future estimated debt payments was approximately 2.01%. Our notes payable have a weighted-average remaining term of 1.5 years. The table below illustrates the impact on our estimated value per share if the discount rates were adjusted by 25 basis points, assuming all other factors remain unchanged, with respect to our notes payable. Additionally, the table below illustrates the impact on the estimated value per share if the discount rates were adjusted by 5% in accordance with the IPA Valuation Guidelines, assuming all other factors remain unchanged:



	Increase (Decrease) on the Estimated Value per Share due to
	Decrease of 25 basis points			Increase of 25 basis points		Decrease of 5%			Increase of 5%
Discount rates	$	(0.01	)	$	0.01	$	(0.01	)	$	0.01

Other Assets and Liabilities

The carrying values of a majority of our other assets and liabilities are considered to equal their fair value due to their short maturities or liquid nature. Certain balances, such as straight-line rent receivables, lease intangible assets and liabilities, capital expenditures payable, deferred financing costs, unamortized lease commissions and unamortized lease incentives, have been eliminated for the purpose of the valuation due to the fact that the values of those balances were already considered in the valuation of the related asset or liability. Our advisor has also excluded redeemable common stock as temporary equity does not represent a true liability to us and the shares that this amount represents are included in our total outstanding shares of common stock for purposes of calculating the estimated value per share of our common stock.

Limitations of Estimated Value Per Share

As mentioned above, we are providing this estimated value per share to assist broker dealers that participated in our initial public offering in meeting their customer account statement reporting obligations. This valuation was performed in accordance with the provisions of and also to comply with the IPA Valuation Guidelines. The estimated value per share set forth above first appeared on the December 31, 2015 customer account statements that were mailed in January 2016. As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated value per share of our common stock, and this difference could be significant. The estimated value per share is not audited and does not represent the fair value of our assets less the fair value of our liabilities according to GAAP.

Accordingly, with respect to the estimated value per share, we can give no assurance that:


•	a stockholder would be able to resell his or her shares at this estimated value per share;


•	a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of our company;


•	our shares of common stock would trade at the estimated value per share on a national securities exchange;


•	an independent third-party appraiser or other third-party valuation firm would agree with our estimated value per share; or


•	the methodology used to calculate our estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.

Further, the estimated value per share as of December 8, 2015 is based on the estimated value of our assets less the estimated value of our liabilities divided by the number of shares outstanding, all as of September 30, 2015. The value of our shares will fluctuate over time in response to developments related to individual assets in our portfolio and the management of those assets and in response to the real estate and finance markets. The estimated value per share does not reflect a discount for the fact that we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The estimated value per share does not take into account estimated disposition costs and fees for real estate properties that are not under contract to sell, debt prepayment penalties or swap breakage fees that could apply upon the prepayment of certain of our debt obligations or termination of related swap agreements prior to expiration or the impact of restrictions on the assumption of debt. We have generally incurred disposition costs and fees related to the sale of each real estate property since inception of 1.7% to 3.5% of the gross sales price less concessions and credits, with the weighted average being approximately 2.2%. If this range of disposition costs and fees was applied to our real estate properties, which do not include these costs and fees in the appraised values, the resulting impact on the estimated value per share would be a decrease of $0.14 to $0.28 per share. We currently expect to utilize our advisor and/or an independent valuation firm to update the estimated value per share no later than December 2016.

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Historical Estimated Values per Share

The historical reported estimated values per share of our common stock approved by our board of directors are set forth below:



Estimated Value per Share	Effective Date of Valuation	Filing with the Securities and Exchange Commission
$5.86	December 4, 2014	Current Report on Form 8-K, filed December 4, 2014
$6.05 ⁽¹⁾	September 22, 2014	Current Report on Form 8-K, filed September 23, 2014
$10.29	December 18, 2013	Current Report on Form 8-K, filed December 19, 2013
$10.29	December 18, 2012	Current Report on Form 8-K, filed December 19, 2012
$10.11	December 19, 2011	Current Report on Form 8-K, filed December 21, 2011

_____________________

⁽¹⁾ The estimated value per share of $6.05 results, in part, from the payment of a special distribution of $4.50 per share of common stock to stockholders of record as of September 15, 2014. Excluding the impact of the special distribution, our estimated value per share of common stock would have been $10.55 as of September 22, 2014. Our board of directors declared special distributions in the amount of $3.75, $0.30 and $0.45 per share on the outstanding shares of our common stock on July 8, 2014, August 5, 2014 and August 29, 2014, respectively, for an aggregate amount of $4.50 per share of common stock, to all stockholders of record as of the close of business on September 15, 2014. These special distributions were paid on September 23, 2014 and were funded from our proceeds from the disposition of nine real estate properties between May 2014 and August 2014 as well as cash on hand resulting primarily from the repayment or sale of five real estate loans receivable during 2013 and 2014.

Distribution Information

Over the long term, we expect that our distributions will generally be paid from cash flow from operations and FFO from current or prior periods (except with respect to distributions related to sales of our assets and distributions related to the repayment of principal under our mortgage loan investment).

During the year ended December 31, 2015 , we disposed of one office property and received the repayment of one of our real estate loans receivable, and during the year ended December 31, 2014, we sold 15 real estate properties and received repayments on three of our real estate loans receivable. Our cash flow from operations has decreased and will continue to decrease as a result of our disposition activity, and we have adjusted our distribution policy with respect to the amount of monthly distribution payments to take into account our disposition activity and current real estate investments. We may continue to make strategic asset sales as opportunities become available in the market. Our focus in 2016 is to: continue to strategically sell assets and make special distributions to stockholders; strategically negotiate lease renewals or new leases that facilitate the sales process and enhance property stability for prospective buyers; and complete major capital improvement projects, such as renovations or amenity enhancements, with the goal of attracting a greater pool of quality buyers. Any future special distributions we make from the proceeds of future dispositions will reduce our estimated value per share and this reduction will be reflected in our updated estimated value per share, which we expect to update no later than December 2016.

Our operating performance and ability to pay distributions from our cash flow from operations and/or the disposition of our assets cannot be accurately predicted and may deteriorate in the future due to numerous factors, including those discussed under “Forward-Looking Statements,” Part I, Item I, “Market Outlook — Real Estate and Real Estate Finance Markets,” Part I, Item IA, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “ — Results of Operations” herein. Those factors include: the future operating performance of our investments in the existing real estate and the financial environment; the success and economic viability of our tenants; the ability of our borrower and its sponsor to continue to make debt service payments and/or to repay their loan upon maturity; our ability to refinance existing indebtedness at comparable terms; changes in interest rates on our variable rate debt obligations; our ability to successfully dispose of some of our assets; and the sources and amounts of cash we have available for distributions.

Our board has the authority under our organizational documents, to the extent permitted by Maryland law, to pay distributions from any source, including proceeds from the issuance of securities in the future. Our board of directors has not pre-established a percentage range of return for distributions to stockholders or a minimum distribution level, and our charter does not require that we make distributions to our stockholders. The rate will be determined by our board of directors based on our financial condition and such other factors as our board of directors deems relevant.

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We have elected to be taxed as a REIT under the Internal Revenue Code and have operated as such beginning with our taxable year ended December 31, 2008. To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our REIT taxable income (computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant.

Distributions declared per common share were $0.293 in the aggregate for the year ended December 31, 2015. Distributions per common share were based on a monthly record date for each month during the period commencing January 2015 through December 2015.

Distributions declared per common share were $5.066 in the aggregate for the year ended December 31, 2014. Distributions declared per common share were based on daily record dates for each day during the period commencing January 1, 2014 through August 31, 2014. Distributions declared per common share assumes each share was issued and outstanding each day during this period. For each day that was a record date for distributions during this period, distributions were calculated at a rate of $0.00178082 per share per day. For the period from September 2014 through December 2014, our board of directors declared monthly distributions based on a monthly record date for the months of September 2014 through December 2014. Additionally, our board of directors declared special distributions in the amounts of $3.75, $0.30 and $0.45 per share on the outstanding shares of our common stock on July 8, 2014, August 5, 2014 and August 29, 2014, respectively, for an aggregate amount of $4.50 per share of common stock, all to stockholders of record as of the close of business on September 15, 2014.

Other than special distributions, distributions are generally paid on or about the first business day of the following month. Distributions declared during 2014 and 2015 , aggregated by quarter, are as follows (dollars in thousands, except per share amounts):



	2015
	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Total
Total Distributions Declared	$	13,764	$	13,907	$	14,039	$	14,027	$	55,737
Total Per Share Distribution	$	0.072	$	0.073	$	0.074	$	0.074	$	0.293
	2014
	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Total
Total Distributions Declared	$	30,852	$	31,002	$	885,896	$	19,166	$	966,916
Total Per Share Distribution	$	0.160	$	0.162	$	4.644	$	0.100	$	5.066

The tax composition of our distributions declared for the years ended December 31, 2015 and 2014 was as follows:



	2015		2014
Ordinary Income	33	%	3	%
Capital Gain	17	%	38	%
Return of Capital	50	%	59	%
Total	100	%	100	%

For more information with respect to our distributions paid, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Distributions.”

On January 25, 2016, our board of directors declared a distribution in the amount of $0.02380055 per share of common stock to stockholders of record as of the close of business on January 26, 2016, which we paid on February 1, 2016, and a distribution in the amount of $0.02226503 per share of common stock to stockholders of record as of the close of business on February 19, 2016, which we paid on March 1, 2016. On March 11, 2016, our board of directors declared a March 2016 distribution in the amount of $0.02380055 per share of common stock to stockholders of record as of the close of business on March 21, 2016, which we expect to pay in April 2016, and an April 2016 distribution in the amount of $0.02303279 per share of common stock to stockholders of record as of the close of business on April 20, 2016, which we expect to pay in May 2016. Distributions are paid on or about the first business day of the following month.

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Unregistered Sales of Equity Securities

During the fiscal year ended December 31, 2015 , we did not sell any equity securities that were not registered under the Securities Act of 1933.

Share Redemption Program

•

During each calendar year, special redemptions are limited to an annual dollar amount determined by the board of directors, which may be reviewed during the year and increased or decreased upon ten business days’ notice to our stockholders. We may provide notice by including such information (a) in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the Securities and Exchange Commission or (b) in a separate mailing to the stockholders. On December 2, 2014, the board of directors approved the dollar amount limitation for special redemptions for calendar year 2015 of $10.0 million in the aggregate. On December 8, 2015, our board of directors approved the same annual dollar limitation of $10.0 million in the aggregate for the calendar year 2016 (subject to review and adjustment during the year by the board of directors), and further subject to the limitations described in the share redemption program.


•	During any calendar year, we may redeem no more than 5% of the weighted-average number of shares outstanding during the prior calendar year.


•	We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland General Corporation Law, as amended from time to time, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

If we cannot repurchase all shares presented for redemption in any month because of the limitations on redemptions set forth in our share redemption program, then we will honor redemption requests on a pro rata basis, except that if a pro rata redemption would result in a stockholder owning less than the minimum purchase requirement described in our currently effective, or our most recently effective, registration statement as such registration statement has been amended or supplemented, then we would redeem all of such stockholder’s shares.

Pursuant to the share redemption program, redemptions made in connection with special redemptions are made at a price per share equal to the most recent estimated value per share of our common stock as of the applicable redemption date. We do not currently expect to have funds available for ordinary redemptions in the future.

On December 4, 2014, our board of directors approved an estimated value per share of our common stock of $5.86(unaudited) based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding, all as of September 30, 2014. The change in the redemption price became effective for the December 2014 redemption date, which was December 31, 2014, and was effective through the November 2015 redemption date. For a full description of the methodologies used to value our assets and liabilities in connection with the calculation of the December 2014 estimated value per share, see our Current Report on Form 8-K, filed with the SEC on December 4, 2014.

On December 8, 2015, our board of directors approved an estimated value per share of our common stock of $5.62 (unaudited) based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding, all as of September 30, 2015. The change in the redemption price became effective for the December 2015 redemption date, which was December 31, 2015, and will be effective until the estimated value per share is updated. We expect to utilize our advisor and/or an independent valuation firm to update the estimated value per share no later than December 2016. For a full description of the methodologies used to value our assets and liabilities in connection with the calculation of the estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Market Information.”

We funded redemptions during the year ended December 31, 2015 with proceeds from the sale of real estate properties, proceeds from a loan payoff and existing cash on hand. During the year ended December 31, 2015, we redeemed shares pursuant to our share redemption program as follows:



Month	Total Number of Shares Redeemed ⁽¹⁾	Average Price Paid Per Share ⁽²⁾		Approximate Dollar Value of Shares Available That May Yet Be Redeemed Under the Program
January 2015	27,535	$	5.86	⁽³⁾
February 2015	30,945	$	5.86	⁽³⁾
March 2015	57,839	$	5.86	⁽³⁾
April 2015	32,867	$	5.86	⁽³⁾
May 2015	157,802	$	5.86	⁽³⁾
June 2015	123,551	$	5.86	⁽³⁾
July 2015	30,633	$	5.86	⁽³⁾
August 2015	37,041	$	5.86	⁽³⁾
September 2015	64,128	$	5.86	⁽³⁾
October 2015	79,343	$	5.86	⁽³⁾
November 2015	39,830	$	5.86	⁽³⁾
December 2015	323,904	$	5.62	⁽³⁾
Total	1,005,418

_____________________

⁽¹⁾ We announced the adoption and commencement of the program on April 8, 2008. We announced amendments to the program on May 13, 2009 (which amendment became effective on June 12, 2009), on March 11, 2011 (which amendment became effective on April 10, 2011), on May 18, 2012 (which amendment became effective on June 17, 2012), on June 29, 2012 (which amendment became effective on July 29, 2012), on October 18, 2012 (which amendment became effective on November 17, 2012), on March 8, 2013 (which amendment became effective on April 7, 2013), on October 17, 2013 (which amendment became effective on November 16, 2013) and on May 19, 2014 (which amendment became effective on June 18, 2014).

⁽²⁾ During the year ended December 31, 2015, shares eligible for redemption were redeemed at the prices set forth above.

⁽³⁾ We limit the dollar value of shares that may be redeemed under the share redemption program as described above. During the year ended December 31, 2015 , we redeemed $5.8 million of shares of common stock. The only redemptions we made under our share redemption program during the year ended December 31, 2015 were those that qualified as, and met the requirements for, special redemptions under our share redemption program. For the year ended December 31, 2015 , we fulfilled all redemption requests that qualified as special redemptions under our share redemption program. On December 8, 2015, our board of directors approved an annual dollar limitation for special redemptions of $10.0 million in the aggregate for the calendar year 2016. Based on the redemption limitations described above in our share redemption program and redemptions through February 28, 2016, we may redeem up to $8.9 million of shares in connection with special redemptions for the remainder of 2016.

We may amend, suspend or terminate our share redemption program upon 30 days’ notice to our stockholders, provided that we may increase or decrease the funding available for the redemption of shares under the program upon ten business days’ notice to our stockholders. We may provide this notice by including such information (a) in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC or (b) in a separate mailing to our stockholders.

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ITEM 6.	SELECTED FINANCIAL DATA

The following selected financial data as of and for the years ended December 31, 2015 , 2014 , 2013 , 2012 and 2011 should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in thousands, except share and per share amounts):



	As of December 31,
	2015		2014		2013		2012		2011
Balance Sheet Data
Total real estate and real estate-related investments, net	$	1,192,512	$	1,389,608	$	2,620,088	$	2,640,501	$	2,765,166
Total assets	1,364,530		1,654,323		2,946,499		2,814,921		2,976,031
Total notes payable, net	546,077		787,418		1,513,551		1,327,486		1,383,084
Total liabilities	596,600		844,796		1,606,455		1,419,464		1,488,898
Redeemable common stock	10,000		10,000		70,562		66,426		67,789
Total stockholders’ equity	757,930		799,527		1,269,482		1,329,031		1,419,344



	For the Years Ended December 31,
	2015			2014			2013			2012			2011
Operating Data
Total revenues	$	165,295		$	279,400		$	360,634		$	348,137		$	319,165
Income from continuing operations ⁽¹⁾	18,377			445,507			55,779			45,962			21,746
Income from continuing operations per common share - basic and diluted ⁽¹⁾	0.10			2.33			0.29			0.24			0.11
Net income	18,377			445,507			55,779			48,374			21,793
Net income per common share, basic and diluted	0.10			2.33			0.29			0.25			0.11
Other Data
Cash flows provided by operations	42,136			67,336			133,146			128,669			113,226
Cash flows provided by (used in) investing activities	158,128			1,656,313			(71,706		)	22,510			(673,682		)
Cash flows (used in) provided by financing activities	(306,598		)	(1,719,670		)	65,212			(198,343		)	573,597
Distributions declared	55,737			966,916			135,384			123,974			123,219
Distributions declared per common share ⁽²⁾	0.293			5.066			0.704			0.650			0.650
Weighted -average number of common shares outstanding, basic and diluted	190,227,577			191,346,949			192,370,985			190,787,460			189,555,551
Reconciliation of funds from operations ⁽³⁾
Net income	$	18,377		$	445,507		$	55,779		$	48,374		$	21,793
Depreciation of real estate assets	33,235			40,408			58,157			53,521			45,528
Depreciation of real estate assets - discontinued operations	—			—			—			78			156
Amortization of lease-related costs	23,036			37,580			62,621			71,412			72,486
Amortization of lease-related costs - discontinued operations	—			—			—			134			269
Impairment charge on real estate	23,082			15,601			—			—			—
Gain on payoff or sale of real estate loans receivable	—			—			(29,073		)	(14,884		)	—
Gain on sales of real estate, net	(27,421		)	(441,640		)	—			—			—
Gain on sales of real estate, net - discontinued operations	—			—			—			(2,471		)	—
Loss on sale of marketable securities	—			331			—			—			—
FFO	$	70,309		$	97,787		$	147,484		$	156,164		$	140,232

_____________________

⁽¹⁾ Amounts include certain properties in continuing operations that were sold as of December 31, 2015 in accordance with ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) . See Note 6. “Real Estate Sales,” for more information on the Company's real estate sold as of December 31, 2015.

⁽²⁾ For more information related to distributions declared per common share for the years ended December 31, 2015 and 2014, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Distribution Information.”

⁽³⁾ We believe that funds from operations (“FFO”) is a beneficial indicator of the performance of an equity REIT. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. FFO represents net income, excluding gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), impairment losses on real estate assets, depreciation and amortization of real estate assets, and adjustments for unconsolidated partnerships and joint ventures. We believe FFO facilitates comparisons of operating performance between periods and among other REITs. However, our computation of FFO may not be comparable to other REITs that do not define FFO in accordance with the NAREIT definition or that interpret the current NAREIT definition differently than we do. Our management believes that historical cost accounting for real estate assets in accordance with U.S. generally accepted accounting principles (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

FFO is a non-GAAP financial measure and does not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO includes adjustments that investors may deem subjective, such as adding back expenses such as depreciation and amortization. Accordingly, FFO should not be considered as an alternative to net income as an indicator of our operating performance.

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

The following discussion and analysis should be read in conjunction with the “Selected Financial Data” above and our accompanying consolidated financial statements and the notes thereto. Also see “Forward-Looking Statements” preceding Part I and Part I, Item 1A, “Risk Factors.”

Overview

We were formed on July 12, 2007 as a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2008 and we intend to continue to operate in such a manner. We have invested in a diverse portfolio of real estate and real estate-related investments. We conduct our business primarily through our Operating Partnership, of which we are the sole general partner. Subject to certain restrictions and limitations, our business is managed by our advisor, KBS Capital Advisors LLC, pursuant to an advisory agreement. KBS Capital Advisors conducts our operations and manages our portfolio of real estate and real estate-related investments. Our advisor owns 20,000 shares of our common stock. We have no paid employees.

On September 27, 2007, we filed a registration statement on Form S-11 with the SEC to offer a maximum of 280,000,000 shares of common stock for sale to the public, of which 200,000,000 shares were registered in our primary offering and 80,000,000 shares were registered under our dividend reinvestment plan. We ceased offering shares of common stock in our primary offering on December 31, 2010. We sold 182,681,633 shares of common stock in our primary offering for gross offering proceeds of $1.8 billion. We terminated the offering under our dividend reinvestment plan effective May 29, 2014. We sold 30,903,504 shares of common stock under our dividend reinvestment plan for gross offering proceeds of $298.2 million . Also as of December 31, 2015 , we had redeemed 24,048,952 shares sold in our offering for $235.4 million .

Market Outlook – Real Estate and Real Estate Finance Markets

The following discussion is based on management’s beliefs, observations and expectations with respect to the real estate and real estate finance markets.

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Impact on Our Real Estate Investments

Impact on Our Real Estate-Related Investment

Impact on Our Financing Activities

Liquidity and Capital Resources

Our principal demands for funds during the short- and long-term are and will be for: the payment of operating expenses, capital expenditures and general and administrative expenses; payments under debt obligations; special redemptions of common stock pursuant to our share redemption program; and payments of distributions to stockholders.

We ceased offering shares of common stock in our primary offering on December 31, 2010 and terminated our dividend reinvestment plan effective May 29, 2014. We intend to use our cash on hand, cash flow generated by our real estate and real estate-related investment, proceeds from debt financing, proceeds from the sale of real estate properties and possibly the principal repayment on or sale of our real estate loan receivable as our primary sources of immediate and long-term liquidity. As of December 31, 2015 , we had an aggregate of $41.0 million available for future disbursements under two credit facilities, subject to certain conditions and restrictions set forth in the respective loan agreements.

Our share redemption program provides only for special redemptions. During each calendar year, such special redemptions are limited to an annual dollar amount determined by the board of directors, which may be reviewed during the year and increased or decreased upon ten business days’ notice to our stockholders. Special redemptions are made at a price per share equal to the most recent estimated value per share of our common stock as of the applicable redemption date. We currently do not expect to make ordinary redemptions in the future. On December 8, 2015, our board of directors approved an annual dollar limitation of $10.0 million in the aggregate for the calendar year 2016 (subject to review and adjustment during the year by the board of directors), and further subject to the limitations described in the share redemption program.

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Our investments in real estate generate cash flow in the form of rental revenues and tenant reimbursements, which are reduced by operating expenditures, debt service payments, the payment of asset management fees and corporate general and administrative expenses. Cash flow from operations from our real estate investments is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates on our leases, the collectibility of rent and operating recoveries from our tenants and how well we manage our expenditures. As of December 31, 2015 , our real estate was 87% occupied and our bad debt reserve was less than 1% of annualized base rent.

Our real estate-related investment generates cash flow in the form of interest income, which is reduced by the payment of asset management fees and corporate general and administrative expenses. Cash flow from operations from our real estate-related investment is primarily dependent on the operating performance of the underlying collateral and the borrower’s ability to make debt service payments. As of December 31, 2015 , the borrower under our real estate loan receivable was current on its debt service payments to us.

During the year ended December 31, 2015 , we disposed of one office property and received the repayment on one of real estate loans receivable.

For the year ended December 31, 2015 , our cash needs for capital expenditures and the payment of debt obligations were met with the proceeds from the payoff or sale of real estate loans receivable and proceeds from the sales of real estate properties from current and prior periods. Operating cash needs during the same period were met with cash flow generated by our real estate and real estate-related investments. We made distributions to our stockholders during the year ended December 31, 2015 using cash flows from operations and cash on hand. We believe that our cash on hand, cash flow from operations, availability under our credit facilities, proceeds from the sales of real estate properties and the repayment of or sale of our real estate loan receivable will be sufficient to meet our liquidity needs for the foreseeable future. As of December 31, 2015 , we had a total of $332.0 million of debt obligations scheduled to mature within 12 months of that date. We plan to exercise our extension options available under our loan agreements, paydown or refinance the related notes payable prior to their maturity dates.

Our cash flow from operations has decreased and will continue to decrease as a result of our disposition activity, and we have adjusted our distribution policy with respect to the amount of monthly distribution payments to take into account our disposition activity and current real estate investments. We may continue to make strategic asset sales as opportunities become available in the market. Any future special distributions we make from the proceeds of future dispositions will reduce our estimated value per share and this reduction will be reflected in our updated estimated value per share, which we expect to update no later than December 2016.

As part of the process of exploring strategic alternatives, on February 23, 2016, the Special Committee engaged Evercore Group L.L.C. ("Evercore") to act as our financial advisor and to assist the Special Committee with this process. Under the terms of the engagement, Evercore will provide various financial advisory services, as requested by the Special Committee as customary for an engagement in connection with exploring strategic alternatives. Although the Special Committee has engaged Evercore to assist us and the Special Committee with the exploration of strategic alternatives for us, we are not obligated to enter into any particular transaction or any transaction at all. Further, although we have begun the process of exploring strategic alternatives, there is no assurance that the process will result in stockholder liquidity, or provide a return to stockholders that equals or exceeds our estimated value per share.

Cash Flows from Operating Activities

As of December 31, 2015 , we owned 12 real estate properties (consisting of 10 office properties, one office/flex property and an office campus consisting of eight office buildings) and one real estate loan receivable. During the year ended December 31, 2015 , net cash provided by operating activities was $42.1 million , compared to $67.3 million during the year ended December 31, 2014 . Net cash provided by operating activities decreased in 2015 primarily as a result of the sale of real estate properties and the payoff or sale of real estate loans receivable. We anticipate additional asset sales in the future, which would further reduce net cash provided by operating activities.

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Cash Flows from Investing Activities

Net cash provided by investing activities was $158.1 million for the year ended December 31, 2015 , and primarily consisted of the following:


•	$122.9 million of proceeds from the sale of one office property;


•	$58.3 million of proceeds from the payoff of one real estate loan receivable; and


•	$23.5 million used for improvements to real estate.

Cash Flows from Financing Activities

During the year ended December 31, 2015 , net cash used in financing activities was $306.6 million and consisted primarily of the following:


•	$243.1 million of principal payments on notes payable;


•	$57.5 million of cash distributions; and


•	$5.8 million of cash used for redemptions of common stock.

In addition to using our capital resources to meet our debt service obligations, for capital expenditures and for operating costs, we use our capital resources to make certain payments to our advisor. We paid our advisor fees in connection with the acquisition and origination of our assets and pay our advisor fees in connection with the management and disposition of our assets and for certain costs incurred by our advisor in providing services to us. Among the fees payable to our advisor is an asset management fee. With respect to investments in real estate, we pay our advisor a monthly asset management fee equal to one-twelfth of 0.75% of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property. This amount includes any portion of the investment that was debt financed and is inclusive of acquisition fees and expenses related thereto. In the case of investments made through joint ventures, the asset management fee will be determined based on our proportionate share of the underlying investment. With respect to investments in loans and any investments other than real estate, we pay our advisor a monthly asset management fee calculated, each month, as one-twelfth of 0.75% of the lesser of (i) the amount paid or allocated to acquire or fund the loan or other investment (which amount includes any portion of the investment that was debt financed and is inclusive of acquisition or origination fees and expenses related thereto) and (ii) the outstanding principal amount of such loan or other investment, plus the acquisition or origination fees and expenses related to the acquisition or funding of such investment, as of the time of calculation. We also reimbursed our advisor and our dealer manager for certain offering costs related to our now terminated dividend reinvestment plan and will continue to reimburse our advisor and our dealer manager for certain stockholder services.

As of December 31, 2015 , we had $72.7 million of cash and cash equivalents and up to $41.0 million available for future disbursements under two credit facilities, subject to certain conditions and restrictions set forth in the respective loan agreements, to meet our operational and capital needs.

In order to execute our investment strategy, we primarily utilized secured debt to finance a portion of our investment portfolio. Management remains vigilant in monitoring the risks inherent with the use of debt in our portfolio and is taking actions to ensure that these risks, including refinance and interest rate risks, are properly balanced with the benefit of using leverage. We limit our total liabilities to 75% of the cost (before deducting depreciation or other noncash reserves) of our tangible assets; however, we may exceed that limit if the majority of the conflicts committee approves each borrowing in excess of such limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of December 31, 2015 , our borrowings and other liabilities were approximately 36% of both the cost (before deducting depreciation or other noncash reserves) and book value (before deducting depreciation) of our tangible assets, respectively.

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Contractual Commitments and Contingencies

The following is a summary of our contractual obligations as of December 31, 2015 (in thousands):



			Payments Due During the Years Ending December 31,
Contractual Obligations	Total		2016		2017-2018		2019-2020
Outstanding debt obligations ⁽¹⁾	$	547,471	$	332,033	$	79,968	$	135,470
Interest payments on outstanding debt obligations ⁽²⁾	27,468		10,453		10,776		6,239

_____________________

⁽¹⁾ Amounts include principal payments only.

⁽²⁾ Projected interest payments are based on the outstanding principal amounts, maturity dates and interest rates in effect as of December 31, 2015 (consisting of the contractual interest rate and the effect of interest rate floors and swaps, if applicable). We incurred interest expense of $22.3 million, excluding net unrealized gains on interest rate swap agreements of $2.4 million , swap termination expense of $0.2 million and amortization of deferred financing costs totaling $2.0 million during the year ended December 31, 2015 .

Results of Operations

Overview

As of December 31, 2014 , we owned 11 office properties, one office/flex property, an office campus consisting of eight office buildings and two real estate loans receivable. Subsequent to December 31, 2014 , we sold one office property and received the repayment on one real estate loan receivable. As a result, as of December 31, 2015 , we owned 10 office properties, one office/flex property, an office campus consisting of eight office buildings and one real estate loan receivable. The results of operations presented for the years ended December 31, 2015 and 2014 are not directly comparable due to the disposition of one real estate property and the repayment of one real estate loan receivable subsequent to December 31, 2014 and because during the year ended December 31, 2014, we sold 15 real estate properties and received the repayment of three of our real estate loans receivable. In general, we expect income and expenses to decrease in future periods due to disposition activity.

Comparison of the year ended December 31, 2015 versus the year ended December 31, 2014

The following table provides summary information about our results of operations for the years ended December 31, 2015 and 2014 (dollar amounts in thousands):



	Years Ended December 31,					Increase (Decrease)			Percentage Change		$ Change Due to Dispositions ⁽¹⁾			$ Change Due to Properties or Loans Held Throughout Both Periods ⁽²⁾
	2015		2014			Increase (Decrease)			Percentage Change		$ Change Due to Dispositions ⁽¹⁾
Rental income	$	138,745	$	212,454		$	(73,709	)	(35	)%	$	(73,179	)	$	(530	)
Tenant reimbursements	14,749		43,481			(28,732		)	(66	)%	(26,921		)	(1,811		)
Interest income from real estate loans receivable	4,552		12,742			(8,190		)	(64	)%	(8,180		)	(10		)
Interest income from marketable securities	—		953			(953		)	(100	)%	n/a			n/a
Other operating income	7,249		9,770			(2,521		)	(26	)%	(2,719		)	198
Operating, maintenance, and management costs	36,069		58,711			(22,642		)	(39	)%	(22,912		)	270
Real estate taxes and insurance	20,528		36,444			(15,916		)	(44	)%	(17,199		)	1,283
Asset management fees to affiliate	12,082		18,641			(6,559		)	(35	)%	(6,758		)	199
General and administrative expenses	4,485		5,082			(597		)	(12	)%	n/a			n/a
Depreciation and amortization	56,271		77,988			(21,717		)	(28	)%	(21,663		)	(54		)
Interest expense	22,115		62,944			(40,829		)	(65	)%	(33,491		)	(7,338		)
Impairment charge on real estate	23,082		15,601			7,481			48	%	1,075			6,406
Other interest income	293		209			84			40	%	n/a			n/a
Loss on sale of marketable securities	—		(331		)	331			(100	)%	n/a			n/a
Gain on sale of real estate, net	27,421		441,640			(414,219		)	(94	)%	(414,219		)	—

_____________________

⁽¹⁾ Represents the dollar amount increase (decrease) for the year ended December 31, 2015 compared to the year ended December 31, 2014 related to real estate and real estate-related investments disposed of on or after January 1, 2014.

⁽²⁾ Represents the dollar amount increase (decrease) for the year ended December 31, 2015 compared to the year ended December 31, 2014 related to real estate and real estate-related investments owned by us throughout both periods presented.

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Rental income and tenant reimbursements decreased from $255.9 million for the year ended December 31, 2014 to $153.5 million for the year ended December 31, 2015 , primarily due to the dispositions of real estate properties subsequent to January 1, 2014 and reset of tenant base years for lease renewals. Overall, we expect rental income and tenant reimbursements to decrease in future periods due to the anticipated dispositions of real estate properties. For the years ended December 31, 2015 and 2014 , rental income and tenant reimbursements from our real estate properties sold were $1.9 million and $102.0 million, respectively.

Interest income from our real estate loans receivable, recognized using the interest method, decreased from $12.7 million for the year ended December 31, 2014 to $4.6 million for the year ended December 31, 2015 , primarily as a result of the payoff or sale of real estate loans receivable subsequent to January 1, 2014. Interest income from real estate loans receivable in future periods compared to historical periods will decrease as a result of the payoff or sale of our real estate loan receivable.

Other operating income decreased from $9.8 million for the year ended December 31, 2014 to $7.2 million for the year ended December 31, 2015 , primarily due to the dispositions of real estate properties subsequent to January 1, 2014. Overall, we expect other operating income to decrease in future periods due to anticipated dispositions of real estate properties. For the years ended December 31, 2015 and 2014 , other operating income from our real estate properties sold were $0.1 million and $2.8 million , respectively.

Operating, maintenance and management costs decreased from $58.7 million for the year ended December 31, 2014 to $36.1 million for the year ended December 31, 2015 . The decrease was primarily due to the dispositions of real estate properties subsequent to January 1, 2014. Operating, maintenance and management costs may increase in future periods, as compared to historical periods, as a result of inflation. Overall, we expect operating, maintenance and management costs to decrease in future periods due to the anticipated dispositions of real estate properties. For the years ended December 31, 2015 and 2014 , operating, maintenance and management costs from our real estate properties sold were $0.5 million and $23.4 million , respectively.

Real estate taxes and insurance decreased from $36.4 million for the year ended December 31, 2014 to $20.5 million for the year ended December 31, 2015 . This decrease was primarily due to the dispositions of real estate properties subsequent to January 1, 2014, partially offset by an increase due to higher property tax assessed values for two of our real estate properties held throughout both periods. We expect real estate taxes and insurance to decrease in future periods due to the anticipated dispositions of real estate properties. For the years ended December 31, 2015 and 2014 , real estate taxes and insurance from our real estate properties sold were $0.2 million and $17.4 million , respectively.

Asset management fees with respect to our real estate and real estate-related investments decreased from $18.6 million for the year ended December 31, 2014 to $12.1 million for the year ended December 31, 2015 , due to the disposition of real estate properties and the payoff or sale of real estate loans receivable subsequent to January 1, 2014. All asset management fees incurred as of December 31, 2015 have been paid. We expect asset management fees to decrease in future periods due to anticipated asset sales. For the years ended December 31, 2015 and 2014 , asset management fees from our real estate properties sold were $0.1 million and $6.5 million , respectively, and were $0.3 million and $0.6 million from real estate loans receivable paid off or sold, respectively.

Depreciation and amortization decreased from $78.0 million for the year ended December 31, 2014 to $56.3 million for the year ended December 31, 2015 primarily due to (i) the dispositions of real estate properties subsequent to January 1, 2014, (ii) the reclassification of two real estate properties from held for sale to held for investment, which resulted in a portion of the depreciation and amortization expense being classified as an impairment charge during the year ended December 31, 2015 and (iii) a decrease in amortization of tenant origination and absorption costs for properties held throughout both periods. We expect depreciation and amortization to decrease in future periods due to the anticipated dispositions of real estate properties and to an overall decrease in amortization of tenant origination costs related to lease expirations. For the years ended December 31, 2015 and 2014 , depreciation and amortization from our real estate properties sold or held for sale was $0 and $21.7 million , respectively.

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Interest expense decreased from $62.9 million for the year ended December 31, 2014 to $22.1 million for the year ended December 31, 2015 . The decrease in interest expense is primarily due to an overall decrease to our total debt outstanding due to loan payoffs or reductions in connection with dispositions of real estate properties and in part due to a decrease in the average loan balance of our existing notes payable related to properties held throughout both periods. Included in interest expense is the amortization of deferred financing costs of $4.7 million and $2.0 million for the years ended December 31, 2014 and 2015 , respectively. Also included in interest expense during the year ended December 31, 2014 was $3.0 million of unrealized swap losses primarily due to hedge ineffectiveness as a result of anticipated early repayment of debt in connection with asset sales and $0.7 million of termination fees related to the payoff of loans secured by the real estate properties sold during the year ended December 31, 2014 . As of December 31, 2014 , we had dedesignated all of our interest rate swap agreements. As a result, changes to the fair value of our interest rate swap agreements are recognized directly in earnings as interest expense. During the year ended December 31, 2015 , we recorded $2.4 million of unrealized gain on interest rate swaps. In general, we expect interest expense to decrease in future periods due to debt repayments related to assets sold and anticipated asset sales, which may be offset by certain fees and costs that may be incurred due to the prepayment of certain loans. Our interest expense in future periods will also vary based on fluctuations in one-month LIBOR (for our variable rate debt, to the extent that such variable rate debt is not subject to an interest rate swap agreement) and our level of future borrowings, which will depend on the availability and cost of debt financing, draws on our credit facilities and any debt repayments we make. For the years ended December 31, 2015 and 2014 , interest expense from our real estate properties sold was $0.4 million and $33.9 million , respectively.

During the year ended December 31, 2015 , we recorded impairment charges of $23.1 million , including an impairment charge of $18.6 million to write-down the carrying value of the 100 & 200 Campus Drive Buildings, an office property located in Florham Park, New Jersey, to its estimated fair value as a result of changes in cash flow estimates. The decrease in cash flow projections was primarily due to (i) the lack of demand in the Florham Park office rental market resulting in slower rent growth and longer lease up periods and (ii) an increase in projected vacancy related to a tenant occupying 199,024 rentable square feet, or approximately 34% of the 100 & 200 Campus Drive Buildings. This tenant’s lease expires in November 2016. We no longer expect the tenant to renew its lease. As a result, we revised our cash flow projections for longer lease up periods and additional tenant improvement costs and leasing concessions required to attract new tenants. In addition, during the year ended December 31, 2015 , we recorded impairment charges of $4.5 million with respect to two real estate properties that were reclassified from held for sale to held for investment. The impairment charge was recorded to adjust the carrying values of the properties for any depreciation and amortization expense that would have been recognized if the properties had always been classified as held for investment, which otherwise would have been recorded through depreciation and amortization expense. During the year ended December 31, 2014 , we recognized an impairment charge of $15.6 million consisting of (i) $10.6 million with respect to a real estate property held for investment, (ii) $3.9 million with respect to two of our real estate properties that were reclassified from held for sale to held for investment and (iii) $1.1 million on a real estate property sold during the year ended December 31, 2014 . The impairment charge for the property held for investment was to reduce the carrying value of this property to its estimated fair value. The impairment was caused by us revising our cash flow projections and the estimated hold period of the investment due to longer than estimated lease-up periods and lower projected rental rates. The impairment charge related to the reclassified properties was recorded to adjust the carrying values of the properties for any depreciation and amortization expense that would have been recognized if the properties had always been classified as held for investment, which otherwise would have been recorded through depreciation and amortization expense.

We recognized a gain on sale of real estate of $27.4 million related to the disposition of one office property during the year ended December 31, 2015 . During the year ended December 31, 2014 , we recognized a gain on sale of real estate of $441.6 million related to the disposition of nine office properties, one industrial property, a portfolio of four industrial properties and a leasehold interest in one industrial property.

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Comparison of the year ended December 31, 2014 versus the year ended December 31, 2013

The following table provides summary information about our results of operations for the years ended December 31, 2014 and 2013 (dollar amounts in thousands):



	Years Ended December 31,					Increase (Decrease)			Percentage Change		$ Change Due to Acquisitions/ Dispositions ⁽¹⁾			$ Change Due to Properties or Loans Held Throughout Both Periods ⁽²⁾
	2014			2013		Increase (Decrease)			Percentage Change		$ Change Due to Acquisitions/ Dispositions ⁽¹⁾
Rental income	$	212,454		$	258,452	$	(45,998	)	(18	)%	$	(42,179	)	$	(3,819	)
Tenant reimbursements	43,481			61,167		(17,686		)	(29	)%	(18,168		)	482
Interest income from real estate loans receivable	12,742			30,439		(17,697		)	(58	)%	(17,885		)	188
Interest income from marketable securities	953			—		953			100	%	—			953
Other operating income	9,770			10,576		(806		)	(8	)%	(1,023		)	217
Operating, maintenance, and management costs	58,711			67,978		(9,267		)	(14	)%	(11,385		)	2,118
Real estate taxes and insurance	36,444			48,605		(12,161		)	(25	)%	(11,550		)	(611		)
Asset management fees to affiliate	18,641			23,524		(4,883		)	(21	)%	(5,066		)	183
Real estate acquisition fees to affiliates	—			1,797		(1,797		)	(100	)%	(1,797		)	—
Real estate acquisition fees and expenses	—			623		(623		)	(100	)%	(623		)	—
General and administrative expenses	5,082			4,982		100			2	%	n/a			n/a
Depreciation and amortization	77,988			120,778		(42,790		)	(35	)%	(33,625		)	(9,165		)
Interest expense	62,944			65,687		(2,743		)	(4	)%	3,935			(6,678		)
Impairment charge on real estate	15,601			—		15,601			100	%	1,075			14,526
Other interest income	209			46		163			354	%	n/a			n/a
Loss on sale of marketable securities	(331		)	—		(331		)	(100	)%	—			(331		)
Gain on sale of real estate, net	441,640			—		441,640			100	%	n/a			n/a
Gain on payoff or sale of real estate loan receivable	—			29,073		(29,073		)	(100	)%	n/a			n/a

_____________________

⁽¹⁾ Represents the dollar amount increase (decrease) for the year ended December 31, 2014 compared to the year ended December 31, 2013 related to real estate and real estate-related investments acquired or disposed of on or after January 1, 2013.

⁽²⁾ Represents the dollar amount increase (decrease) for the year ended December 31, 2014 compared to the year ended December 31, 2013 related to real estate and real estate-related investments owned by us throughout both periods presented.

Rental income and tenant reimbursements decreased from $319.6 million for the year ended December 31, 2013 to $255.9 million for the year ended December 31, 2014, primarily due to the disposition of real estate properties, partially offset by an increase due to the acquisition of an office campus in March 2013. Rental revenues related to real estate properties held throughout both periods decreased primarily due to a decrease in occupancy with respect to one of our real estate properties held for investment. The decrease in rental income from real estate properties held throughout both periods was partially offset by an increase in tenant reimbursements due to higher property tax recoveries and monthly operating expense recoveries.

Interest income from our real estate loans receivable, recognized using the interest method, decreased from $30.4 million for the year ended December 31, 2013 to $12.7 million for the year ended December 31, 2014, primarily as a result of the payoff or sale of real estate loans receivable during 2013 and 2014, partially offset by a prepayment fee received for the early repayment of a note receivable. Interest income included $0.1 million and $3.6 million in accretion of purchase price discounts, net of amortization of closing costs, for the years ended December 31, 2014 and 2013, respectively.

Operating, maintenance and management costs decreased from $68.0 million for the year ended December 31, 2013 to $58.7 million for the year ended December 31, 2014. The decrease was primarily due to the disposition of real estate properties subsequent to December 31, 2013, partially offset by higher snow removal costs, and an increase in repair and maintenance costs, utility costs, lease termination fees and professional fees for real estate properties held throughout both periods.

Real estate taxes and insurance decreased from $48.6 million for the year ended December 31, 2013 to $36.4 million for the year ended December 31, 2014. This decrease was primarily due to the disposition of real estate properties subsequent to December 31, 2013, partially offset by an increase in real estate taxes and insurance due to the acquisition of an office campus in March 2013.

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Asset management fees with respect to our real estate and real estate-related investments decreased from $23.5 million for the year ended December 31, 2013 to $18.6 million for the year ended December 31, 2014, due to the disposition of real estate properties and the payoff or sale of real estate loans receivable during 2013 and 2014, partially offset by an increase in asset management fees as a result of the acquisition of an office campus in March 2013.

Real estate acquisition fees and expenses to affiliates and non-affiliates were $2.4 million for the year ended December 31, 2013 and related to the acquisition of an office campus in March 2013. We did not incur any real estate acquisition fees and expenses during the year ended December 31, 2014.

Depreciation and amortization decreased from $120.8 million for the year ended December 31, 2013 to $78.0 million for the year ended December 31, 2014 due to the disposition of real estate properties subsequent to December 31, 2013, the classification of real estate properties to held for sale, the reclassification of two real estate properties from held for sale to held for investment, and a decrease in amortization of tenant origination costs related to an early lease termination. Upon classifying a property as held for sale, we cease depreciation and amortization expense for that property. This decrease was partially offset by an increase in depreciation and amortization as a result of the acquisition of an office campus in March 2013.

Interest expense decreased from $65.7 million for the year ended December 31, 2013 to $62.9 million for the year ended December 31, 2014. Included in interest expense is the amortization of deferred financing costs of $3.3 million and $4.7 million for the years ended December 31, 2013 and 2014, respectively. The decrease in interest expense is primarily due to an overall decrease to the average loan balance of our existing notes payable related to properties held throughout both periods, partially offset by increased borrowings in connection with the acquisition of an office campus in March 2013 and the payments of termination fees of $14.9 million related to loans secured by the real estate properties sold during the year ended December 31, 2014. Also included in interest expense during the year ended December 31, 2014 was $3.0 million of unrealized swap losses primarily due to hedge ineffectiveness as a result of anticipated early repayment of debt in connection with asset sales.

During the year ended December 31, 2014, we recognized an impairment charge on real estate properties of $15.6 million consisting of (i) $10.6 million with respect to a real estate property held for investment, (ii) $3.9 million with respect to two of our real estate properties that were reclassified from held for sale to held for investment and (iii) $1.1 million on a real estate property sold during the year ended December 31, 2014. Please see “ —Comparison of the year ended December 31, 2015 versus the year ended December 31, 2014” above for a discussion of the impairment charge on real estate properties.

We recognized a gain on sale of real estate of $441.6 million related to the disposition of nine office properties, one industrial property, a portfolio of four industrial properties and a leasehold interest in one industrial property during the year ended December 31, 2014.

During the year ended December 31, 2013, we recognized a gain on the sale of a real estate loan receivable of $29.1 million related to the sale of the One Liberty Plaza Notes, which we acquired at a discount.

Funds from Operations and Modified Funds from Operations

We believe that FFO is a beneficial indicator of the performance of an equity REIT. We compute FFO in accordance with the current NAREIT definition. FFO represents net income, excluding gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), impairment losses on real estate assets, depreciation and amortization of real estate assets, and adjustments for unconsolidated partnerships and joint ventures. We believe FFO facilitates comparisons of operating performance between periods and among other REITs. However, our computation of FFO may not be comparable to other REITs that do not define FFO in accordance with the NAREIT definition or that interpret the current NAREIT definition differently than we do. Our management believes that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and provides a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

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Changes in accounting rules have resulted in a substantial increase in the number of non-operating and non-cash items included in the calculation of FFO. Items such as acquisition fees and expenses, which had previously been capitalized prior to 2009, are currently expensed and accounted for as operating expenses. As a result, our management also uses modified funds from operations (“MFFO”) as an indicator of our ongoing performance as well as our dividend sustainability. MFFO excludes from FFO: acquisition fees and expenses; adjustments related to contingent purchase price obligations; amounts relating to straight-line rents and amortization of above and below market intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; amortization of closing costs relating to debt investments; impairments of real estate-related investments; mark-to-market adjustments included in net income; and gains or losses included in net income for the extinguishment or sale of debt or hedges. We compute MFFO in accordance with the definition of MFFO included in the practice guideline issued by the IPA in November 2010 as interpreted by management. Our computation of MFFO may not be comparable to other REITs that do not compute MFFO in accordance with the current IPA definition or that interpret the current IPA definition differently than we do.

We believe that MFFO is helpful as a measure of ongoing operating performance because it excludes costs that management considers more reflective of investing activities and other non-operating items included in FFO. Management believes that excluding acquisition costs from MFFO provides investors with supplemental performance information that is consistent with management’s analysis of the operating performance of the portfolio over time, including periods after our acquisition stage. MFFO also excludes non-cash items such as straight-line rental revenue. Additionally, we believe that MFFO provides investors with supplemental performance information that is consistent with the performance indicators and analysis used by management, in addition to net income and cash flows from operating activities as defined by GAAP, to evaluate the sustainability of our operating performance. MFFO provides comparability in evaluating the operating performance of our portfolio with other non-traded REITs which typically have limited lives with short and defined acquisition periods and targeted exit strategies. MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.

FFO and MFFO are non-GAAP financial measures and do not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO and MFFO include adjustments that investors may deem subjective, such as adding back expenses such as depreciation and amortization and the other items described above. Accordingly, FFO and MFFO should not be considered as alternatives to net income as an indicator of our current and historical operating performance. In addition, FFO and MFFO do not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an indication of our liquidity. We believe FFO and MFFO, in addition to net income and cash flows from operating activities as defined by GAAP, are meaningful supplemental performance measures; however, neither FFO nor MFFO reflect adjustments for the operations of properties and real estate-related investments sold or held for sale during the periods presented. During periods of significant disposition activity, FFO and MFFO are much more limited measures of future performance and dividend sustainability. In connection with our presentation of FFO and MFFO, we are providing information related to the proportion of MFFO related to properties sold and real estate-related investments sold or repaid as of December 31, 2015 .

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Although MFFO includes other adjustments, the exclusion of straight-line rent, the amortization of above- and below-market leases, the amortization of discounts and closing costs, prepayment fees received on notes receivable, termination fees on derivative instruments, unrealized gains (losses) on derivative instruments, acquisition fees and expenses and prepayment fees related to the extinguishment of debt are the most significant adjustments for the periods presented. We have excluded these items based on the following economic considerations:

•

Adjustments for straight-line rent. These are adjustments to rental revenue as required by GAAP to recognize contractual lease payments on a straight-line basis over the life of the respective lease. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the current economic impact of our in-place leases, also providing investors with a useful supplemental metric that addresses core operating performance by removing rent we expect to receive in a future period or rent that was received in a prior period;

•

Amortization of above- and below-market leases. Similar to depreciation and amortization of real estate assets and lease related costs that are excluded from FFO, GAAP implicitly assumes that the value of intangible lease assets and liabilities diminishes predictably over time and requires that these charges be recognized currently in revenue. Since real estate values and market lease rates in the aggregate have historically risen or fallen with local market conditions, management believes that by excluding these charges, MFFO provides useful supplemental information on the realized economics of the real estate;

•

Amortization of discounts and closing costs. Discounts and closing costs related to debt investments are amortized over the term of the loan as an adjustment to interest income. This application results in income recognition that is different than the underlying contractual terms of the debt investments. We have excluded the amortization of discounts and closing costs related to our debt investments in our calculation of MFFO to more appropriately reflect the economic impact of our debt investments, as discounts will not be economically recognized until the loan is repaid and closing costs are essentially the same as acquisition fees and expenses on real estate (discussed below). We believe excluding these items provides investors with a useful supplemental metric that directly addresses core operating performance;


•	Prepayment fees received on notes receivable. Prepayment fees related to notes receivable are included in interest income from real estate loans receivable. Although these amounts increase net income, we exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate-related investments on a comparative basis;


•	Termination fees on derivative instruments. Termination fees on derivative instruments are included in interest expense. Although these amounts reduce net income, we exclude them from MFFO to more appropriately reflect the ongoing impact of our interest rate swap agreements;

•

Unrealized gains (losses) on derivative instruments. These adjustments include unrealized gains (losses) from mark-to-market adjustments on interest rate swaps and losses due to hedge ineffectiveness. The change in fair value of interest rate swaps not designated as a hedge and the change in fair value of the ineffective portion of interest rate swaps are non-cash adjustments recognized directly in earnings and are included in interest expense. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the economic impact of our interest rate swap agreements;

•

Acquisition fees and expenses. Acquisition fees and expenses related to the acquisition of real estate are expensed. Although these amounts reduce net income, we exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis. Additionally, acquisition fees and expenses have been funded from the proceeds from our now terminated initial public offering and debt financings and not from our operations. We believe this exclusion is useful to investors as it allows investors to more accurately evaluate the sustainability of our operating performance; and


•	Prepayment fees related to the extinguishment of debt. Prepayment fees related to the extinguishment of debt are generally included in interest expense. Although these amounts reduce net income, we exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis.

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Our calculation of FFO, which we believe is consistent with the calculation of FFO as defined by NAREIT, is presented in the following table, along with our calculation of MFFO, for the years ended December 31, 2015 , 2014 and 2013 , respectively (in thousands). No conclusions or comparisons should be made from the presentation of these periods.



	For the Years Ended December 31,
	2015			2014			2013
Net income	$	18,377		$	445,507		$	55,779
Depreciation of real estate assets	33,235			40,408			58,157
Amortization of lease-related costs	23,036			37,580			62,621
Impairment charge on real estate	23,082			15,601			—
Gain on payoff or sale of real estate loans receivable	—			—			(29,073		)
Gain on sale of real estate, net	(27,421		)	(441,640		)	—
Loss on sale of marketable securities	—			331			—
FFO	70,309			97,787			147,484
Straight-line rent and amortization of above- and below-market leases	(7,372		)	(4,560		)	(10,557		)
Amortization of discounts and closing costs	23			(104		)	(3,589		)
Prepayment fee received on note receivable	(874		)	(4,917		)	—
Prepayment fees related to the extinguishment of debt	—			14,908			3,711
Termination fees on derivative instruments	179			651			856
Unrealized (gain) losses on derivative instruments	(2,410		)	2,989			—
Real estate acquisition fees to affiliates	—			—			1,797
Real estate acquisition fees and expenses	—			—			623
Adjustment to valuation of contingent purchase consideration	—			—			(31		)
MFFO	$	59,855		$	106,754		$	140,294

Our calculation of MFFO above includes amounts related to the operations of 16 real estate properties sold and six real estate loans receivable sold or paid off between January 1, 2013 and December 31, 2015 . Please refer to the table below with respect to the proportion of MFFO related to real estate properties sold or real estate-related investments sold or paid off as of December 31, 2015 (in thousands).



	For the Years Ended December 31,
	2015		2014		2013
MFFO by component:
Assets held for investment	$	56,754	$	58,234	$	52,461
Real estate properties sold	749		42,562		65,880
Real estate loans receivable sold or paid off	2,352		5,958		21,953
MFFO	$	59,855	$	106,754	$	140,294

FFO and MFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and MFFO, such as tenant improvements, building improvements and deferred leasing costs.

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Distributions

Distributions declared, distributions paid and cash flow from operations were as follows during 2015 (in thousands, except per share amounts):



Period	Distributions Declared ⁽¹⁾		Distributions Declared Per Share ⁽¹⁾		Distributions Paid ⁽²⁾		Cash Flow From Operations
First Quarter 2015	$	13,764	$	0.072	$	15,479	$	5,891
Second Quarter 2015	13,907		0.073		14,066		14,838
Third Quarter 2015	14,039		0.074		14,044		15,587
Fourth Quarter 2015	14,027		0.074		13,879		5,820
	$	55,737	$	0.293	$	57,468	$	42,136

_____________________

⁽¹⁾ Assumes each share was issued and outstanding each day that was a record date for distributions during the periods presented.

⁽²⁾ Other than special distributions, distributions generally are paid on a monthly basis, on or about the first business day of the following month.

For the year ended December 31, 2015 , we paid aggregate distributions of $57.5 million, all of which were paid in cash. FFO and cash flow from operations for the year ended December 31, 2015 were $70.3 million and $42.1 million , respectively. We funded our total distributions paid with $42.1 million of current period cash flow from operations and $15.4 million of cash on hand. For purposes of determining the source of our distributions paid, we assume first that we use cash flow from operations from the relevant periods to fund distribution payments. See the reconciliation of FFO to net income above.

During the year ended December 31, 2015 , we disposed of one office property and received the loan repayment on one of our real estate loans receivable, and during the year ended December 31, 2014, we sold 15 real estate properties and received loan repayments on three of our real estate loans receivable. Our cash flow from operations has decreased and will continue to decrease as a result of our disposition activity, and we have adjusted our distribution policy with respect to the amount of monthly distribution payments to take into account our disposition activity and current real estate investments. We may continue to make strategic asset sales as opportunities become available in the market. Any future special distributions we make from the proceeds of future dispositions will reduce our estimated value per share and this reduction will be reflected in our updated estimated value per share, which we expect to update no later than December 2016.

Our operating performance and ability to pay distributions from our cash flow from operations and/or the disposition of our assets cannot be accurately predicted and may deteriorate in the future due to numerous factors, including those discussed under “Forward-Looking Statements,” Part I, Item 1, “Business — Market Outlook — Real Estate and Real Estate Finance Markets,” Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations.” Those factors include: the future operating performance of our investments in the existing real estate and financial environment; the success and economic viability of our tenants; the ability of our borrower and its sponsor to continue to make debt service payments and/or to repay their loan upon maturity; our ability to refinance existing indebtedness at comparable terms; changes in interest rates on our variable rate debt obligations; our ability to successfully dispose of some of our assets; and the sources and amounts of cash we have available for distributions.

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Critical Accounting Policies

Below is a discussion of the accounting policies that management considers critical in that they involve significant management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Revenue Recognition

Real Estate

We recognize minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectibility is reasonably assured and record amounts expected to be received in later years as deferred rent receivable. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or by us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that a tenant can take in the form of cash or a credit against its rent) that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:


•	whether the lease stipulates how a tenant improvement allowance may be spent;


•	whether the amount of a tenant improvement allowance is in excess of market rates;


•	whether the tenant or landlord retains legal title to the improvements at the end of the lease term;


•	whether the tenant improvements are unique to the tenant or general-purpose in nature; and


•	whether the tenant improvements are expected to have any residual value at the end of the lease.

We record property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

We make estimates of the collectibility of our tenant receivables related to base rents, including deferred rent receivable, expense reimbursements and other revenue or income. We specifically analyze accounts receivable, deferred rent receivable, historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In addition, with respect to tenants in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectibility of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, we will record a bad debt reserve for the tenant’s receivable balance and generally will not recognize subsequent rental revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments.

Real Estate Loans Receivable

Interest income on our real estate loans receivable is recognized on an accrual basis over the life of the investment using the interest method. Direct loan origination fees and origination or acquisition costs, as well as acquisition premiums or discounts, are amortized over the term of the loan as an adjustment to interest income. We will place loans on nonaccrual status when any portion of principal or interest is 90 days past due, or earlier when concern exists as to the ultimate collection of principal or interest. When a loan is placed on nonaccrual status, we will reserve for any unpaid accrued interest and generally will not recognize subsequent interest income until the cash is received, or the loan returns to accrual status. We will resume the accrual of interest if we determine the collection of interest, according to the contractual terms of the loan, is probable.

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Real Estate

Depreciation and Amortization

Real estate costs related to the acquisition and improvement of properties are capitalized and amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. We consider the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. We anticipate the estimated useful lives of our assets by class to be generally as follows:



Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related leases, including below-market renewal periods

Real Estate Acquisition Valuation

We record the acquisition of income-producing real estate or real estate that will be used for the production of income as a business combination. All assets acquired and liabilities assumed in a business combination are measured at their acquisition-date fair values. Acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date.

We assess the acquisition date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.

We record above-market and below-market in-place lease values for acquired properties based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of above-market in-place leases and for the initial term plus any extended term for any leases with below-market renewal options. We amortize any recorded above-market or below-market lease values as a reduction or increase, respectively, to rental income over the remaining non-cancelable terms of the respective lease, including any below-market renewal periods.

We estimate the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease up periods, considering current market conditions. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods.

We amortize the value of tenant origination and absorption costs to depreciation and amortization expense over the remaining non-cancelable term of the leases.

Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require us to make significant assumptions to estimate market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate assumptions would result in an incorrect valuation of our acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of our net income.

Impairment of Real Estate and Related Intangible Assets and Liabilities

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our real estate and related intangible assets and liabilities may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets and liabilities may not be recoverable, we assess the recoverability by estimating whether we will recover the carrying value of the real estate and related intangible assets and liabilities through its undiscounted future cash flows and its eventual disposition. If, based on this analysis, we do not believe that we will be able to recover the carrying value of the real estate and related intangible assets and liabilities, we would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets and liabilities.

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Projecting future cash flows involves estimating expected future operating income and expenses related to the real estate and its related intangible assets and liabilities as well as market and other trends. Using inappropriate assumptions to estimate cash flows could result in incorrect fair values of the real estate and its related intangible assets and liabilities and could result in the overstatement of the carrying values of our real estate and related intangible assets and liabilities and an overstatement of our net income.

Real Estate Held for Sale and Discontinued Operations

We generally consider real estate to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related assets are classified as “real estate held for sale” and “assets related to real estate held for sale,” respectively, for all periods presented in the accompanying consolidated financial statements. Notes payable and other liabilities related to real estate held for sale are classified as “notes payable related to real estate held for sale” and “liabilities related to real estate held for sale,” respectively, for all periods presented in the accompanying consolidated financial statements. Real estate classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Additionally, with respect to properties that were classified as held for sale in financial statements prior to January 1, 2014, we record the operating results as discontinued operations for all periods presented if the operations have been or are expected to be eliminated and we will not have any significant continuing involvement in the operations of the property following the sale. Operating results of properties that were disposed of or classified as held for sale in the ordinary course of business during the years ended December 31, 2015 and 2014 that had not been classified as held for sale in financial statements prior to January 1, 2014 are included in continuing operations on our consolidated statements of operations.

Change in a Plan to Sell

When real estate is initially considered “held for sale” it is measured at the lower of its depreciated book value, or estimated fair value less estimated costs to sell. Changes in the market may compel us to decide to reclassify a property that was designated as held for sale to held for investment. A property that is reclassified from held for sale to held for investment is measured and recorded at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used, or (ii) its fair value at the date of the subsequent decision not to sell. Any adjustment to the carrying amount of the property as a result of the reclassification is included in income from continuing operations as an impairment charge on real estate held for investment.

Real Estate Loans Receivable

Our real estate loans receivable are recorded at amortized cost, net of loan loss reserves (if any), and evaluated for impairment at each balance sheet date. The amortized cost of a real estate loan receivable is the outstanding unpaid principal balance, net of unamortized acquisition premiums or discounts and unamortized costs and fees directly associated with the origination or acquisition of the loan.

As of December 31, 2015, we did not have a loan loss reserve and we did not record any impairment losses related to our real estate loans receivable during the years ended December 31, 2015, 2014 and 2013. However in the future, we may experience losses from our investments in loans receivable requiring us to record loan loss reserves. Realized losses on individual loans could be material and significantly exceed any recorded reserves.

The reserve for loan losses is a valuation allowance that reflects our estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is adjusted through “Provision for loan losses” in our consolidated statements of operations and is decreased by charge-offs to specific loans when losses are confirmed. We consider a loan to be impaired when, based upon current information and events, we believe that it is probable that we will be unable to collect all amounts due under the contractual terms of the loan agreement. We also consider a loan to be impaired if we grant the borrower a concession through a modification of the loan terms or if we expect to receive assets (including equity interests in the borrower) with fair values that are less than the carrying value of our loan in satisfaction of the loan. A reserve is established when the present value of payments expected to be received, observable market prices, the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) or amounts expected to be received in satisfaction of a loan are lower than the carrying value of that loan.

Failure to recognize impairments would result in the overstatement of earnings and the carrying value of our real estate loans held for investment. Actual losses, if any, could differ significantly from estimated amounts.

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Marketable Securities

We classify our investments in marketable securities as available-for-sale, since we may sell them prior to their maturity but do not hold them principally for the purpose of making frequent investments and sales with the objective of generating profits on short-term differences in price. These investments are carried at estimated fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss). Estimated fair values are generally based on quoted market prices, when available, or on estimates provided by independent pricing sources or dealers who make markets in such securities. In certain circumstances, such as when the market for the securities becomes inactive, we may determine it is appropriate to perform an internal valuation of the securities. Upon the sale of a security, the previously recognized unrealized gain (loss) is reversed out of accumulated other comprehensive income (loss) and the actual realized gain (loss) is recognized in earnings.

On a quarterly basis, we evaluate our marketable securities for other-than-temporary impairment. We review the projected future cash flows from these securities for changes in assumptions due to prepayments, credit loss experience and other factors. If, based on our quarterly estimate of cash flows, there has been an adverse change in the estimated cash flows from the cash flows previously estimated, the present value of the revised cash flows is less than the present value previously estimated, and the fair value of the securities is less than their amortized cost basis, an other-than-temporary impairment is deemed to have occurred.

We recognize interest income on marketable securities that are beneficial interests in securitized financial assets and are rated “AA” and above on an accrual basis according to the contractual terms of the securities. Discounts or premiums are amortized to interest income over the life of the investment using the interest method.

We recognize interest income on marketable securities that are beneficial interests in securitized financial assets that are rated below “AA” using the effective yield method, which requires us to periodically project estimated cash flows related to these securities and recognize interest income at an interest rate equivalent to the estimated yield on the security, as calculated using the security’s estimated cash flows and amortized cost basis, or reference amount. Changes in the estimated cash flows are recognized through an adjustment to the yield on the security on a prospective basis. Projecting cash flows for these types of securities requires significant judgment, which may have a significant impact on the timing of revenue recognized on these investments.

We are required to distinguish between other-than-temporary impairments related to credit and other-than-temporary impairments related to other factors (e.g., market fluctuations) on our debt securities that we do not intend to sell and where it is not likely that we will be required to sell the security prior to the anticipated recovery of its amortized cost basis. We calculate the credit component of the other-than-temporary impairment as the difference between the amortized cost basis of the security and the present value of its estimated cash flows discounted at the yield used to recognize interest income. The credit component will be charged to earnings and the component related to other factors is recorded to other comprehensive income (loss).

Derivative Instruments

We enter into derivative instruments for risk management purposes to hedge our exposure to cash flow variability caused by changing interest rates on our variable rate notes payable. We record these derivative instruments at fair value on the accompanying consolidated balance sheets. Derivative instruments designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions are considered cash flow hedges. The change in fair value of the effective portion of a derivative instrument that is designated as a cash flow hedge is recorded as other comprehensive income (loss) on the accompanying consolidated statements of comprehensive income (loss) and consolidated statements of stockholders’ equity. The changes in fair value for derivative instruments that are not designated as a hedge or that do not meet the hedge accounting criteria are recorded as gain or loss on derivative instruments on the accompanying consolidated statements of operations.

We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivative instruments that are part of a hedging relationship to specific forecasted transactions or recognized obligations on the consolidated balance sheets. We also assess and document, both at the hedging instrument’s inception and on a quarterly basis thereafter, whether the derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flows associated with the respective hedged items. When we determine that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and reclassify amounts recorded in accumulated other comprehensive income (loss) to earnings.

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The termination of a cash flow hedge prior to the maturity date may result in a net derivative instrument gain or loss that continues to be reported in accumulated other comprehensive income (loss) and is reclassified into earnings over the period of the original forecasted hedged transaction (i.e., LIBOR based debt service payments) unless it is probable that the original forecasted hedged transaction will not occur by the end of the originally specified time period (as documented at the inception of the hedging relationship) or within an additional two-month period of time thereafter. If it is probable that the hedged forecasted transaction will not occur either by the end of the originally specified time period or within the additional two-month period of time, that derivative instrument gain or loss reported in accumulated other comprehensive income (loss) shall be reclassified into earnings immediately.

Fair Value Measurements

Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:


•	Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;


•	Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and


•	Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

When available, we utilize quoted market prices from independent third-party sources to determine fair value and classify such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require us to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When we determine the market for a financial instrument owned by us to be illiquid or when market transactions for similar instruments do not appear orderly, we use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establish a fair value by assigning weights to the various valuation sources. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, we measure fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach.

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.

We consider the following factors to be indicators of an inactive market: (i) there are few recent transactions, (ii) price quotations are not based on current information, (iii) price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability, (v) there is a significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with our estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi) there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities, and (viii) little information is released publicly (for example, a principal-to-principal market).

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We consider the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.

Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially and adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT.

Subsequent Events

We evaluate subsequent events up until the date the consolidated financial statements are issued.

Distributions Paid

On January 4, 2016, we paid distributions of $4.7 million , which related to distributions declared for December 2015 in the amount of $0.02488493 per share of common stock to stockholders of record as of the close of business on December 21, 2015. On February 1, 2016, we paid distributions of $4.5 million , which related to distributions declared for January 2016 in the amount of $0.02380055 per share of common stock to stockholders of record as of the close of business on January 26, 2016. On March 1, 2016, we paid distributions of $4.2 million , which related to distributions declared for February 2016 in the amount of $0.02226503 per share of common stock to stockholders of record as of the close of business on February 19, 2016.

Distributions Declared

On March 11, 2016, our board of directors declared a March 2016 distribution in the amount of $0.02380055 per share of common stock to stockholders of record as of the close of business on March 21, 2016, which we expect to pay in April 2016, and an April 2016 distribution in the amount of $0.02303279 per share of common stock to stockholders of record as of the close of business on April 20, 2016, which we expect to pay in May 2016.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity, to fund the financing and refinancing of our real estate and real estate-related investment portfolio, and to fund our operations. Our profitability and the value of our investment portfolio may be adversely affected during any period as a result of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs. We have managed and will continue to manage interest rate risk by maintaining a ratio of fixed rate, long-term debt such that variable rate exposure is kept at an acceptable level. In addition, we may utilize a variety of financial instruments, including interest rate caps, floors, and swap agreements, in order to limit the effects of changes in interest rates on our operations. When we use these types of derivatives to hedge the risk of interest-earning assets or interest-bearing liabilities, we may be subject to certain risks, including the risk that losses on a hedge position will reduce the funds available for payments of distributions to our stockholders and that the losses may exceed the amount we invested in the instruments.

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The table below summarizes the book value, the annual effective interest rate and fair value of our real estate loan receivable based on the maturity date; the outstanding principal balance, the weighted-average interest rate and fair value of our notes payable based on the maturity dates, and the notional amounts, average pay and receive rates and fair value of our derivative instruments based on maturity dates, all as of December 31, 2015 (dollars in thousands):



	Maturity Date														Total Value or Notional Amount
	2016			2017			2018			2019		2020			Total Value or Notional Amount			Fair Value
Assets
Loan Receivable, book value
Fixed Rate	$	—		$	—		$	14,210		$	—	$	—		$	14,210		$	14,574
Annual effective interest rate ⁽¹⁾	—			—			7.6		%	—		—			7.6		%
Liabilities
Notes payable, principal outstanding
Fixed Rate	$	—		$	—		$	—		$	—	$	140,000		$	140,000		$	141,361
Weighted-average interest rate	—			—			—			—		3.5		%	3.5		%
Variable Rate	$	332,033		$	75,438		$	—		$	—	$	—		$	407,471		$	407,768
Weighted-average interest rate ⁽²⁾	2.7		%	3.1		%	—			—		—			2.8		%
Derivative Instruments
Interest rate swaps, notional amount	$	134,150		$	131,338		$	—		$	—	$	—		$	265,488		$	639
Average pay rate ⁽³⁾	1.4		%	1.1		%	—			—		—			1.2		%
Average receive rate ⁽⁴⁾	0.4		%	0.4		%	—			—		—			0.4		%

_____________________

⁽¹⁾ The annual effective interest rate represents the effective interest rate as of December 31, 2015 using the interest method, which we use to recognize interest income on our real estate loan receivable.

⁽²⁾ The weighted-average interest rate represents the actual interest rate in effect as of December 31, 2015 (consisting of the contractual interest rate and the effect of interest rate swaps and floors), using interest rate indices as of December 31, 2015 , where applicable.

⁽³⁾ Average pay rate is the interest rate swap fixed rate.

⁽⁴⁾ Average receive rate is the 30-day LIBOR rate as of December 31, 2015 .

We borrow funds and made real estate-related investments at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt or fixed rate real estate loan receivable unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. As of December 31, 2015 , the fair value and carrying value of our fixed rate real estate loan receivable were $14.6 million and $14.2 million , respectively. The fair value estimate of our real estate loan receivable is calculated using an internal valuation model that considers the expected cash flows for the loan, underlying collateral values (for collateral-dependent loans) and the estimated yield requirements of institutional investors for loans with similar characteristics, including remaining loan term, loan-to-value, type of collateral and other credit enhancements. As of December 31, 2015 , the fair value of our fixed rate debt was $141.4 million and the outstanding principal balance of our fixed rate debt was $140.0 million . The fair value estimate of our fixed rate debt was calculated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated as of December 31, 2015 . With respect to our fixed rate instruments, we do not expect that fluctuations in interest rates, and the resulting change in fair value of our fixed rate instruments, would have a significant impact on our ongoing operations.

Conversely, movements in interest rates on our variable rate debt would change our future earnings and cash flows, but not significantly affect the fair value of those instruments. However, changes in required risk premiums would result in changes in the fair value of variable rate instruments. As of December 31, 2015 , we were exposed to market risks related to fluctuations in interest rates on $142.0 million of variable rate debt outstanding, after giving consideration to the impact of interest rate swap agreements on approximately $265.5 million of our variable rate debt. Based on interest rates as of December 31, 2015 , if interest rates were 100 basis points higher during the 12 months ending December 31, 2016, interest expense on our variable rate debt would increase by $1.4 million. As of December 31, 2015 , one-month LIBOR was 0.42950% and if this index was reduced to 0% during the 12 months ending December 31, 2016, interest expense on our variable rate debt would decrease by $0.6 million.

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The annual effective interest rate of our fixed rate real estate loan receivable as of December 31, 2015 was 7.6%. The annual effective interest rate represents the effective interest rate as of December 31, 2015 , using the interest method, which we use to recognize interest income on our real estate loan receivable. The weighted-average interest rates of our fixed rate debt and variable rate debt as of December 31, 2015 were 3.5% and 2.8%, respectively. The weighted-average interest rate represents the actual interest rate in effect as of December 31, 2015 (consisting of the contractual interest rate and the effect of interest rate swaps and floors, if applicable), using interest rate indices as of December 31, 2015 , where applicable.

For a discussion of the interest rate risks related to the current capital and credit markets, see Part I, Item 1, “Business — Market Outlook” and Part I, Item 1A, “Risk Factors.”


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Index to Financial Statements at page F-1 of this report.


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended.

In connection with the preparation of our Form 10-K, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on its assessment, our management believes that, as of December 31, 2015, our internal control over financial reporting was effective based on those criteria. There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 9B.	OTHER INFORMATION

As of the quarter ended December 31, 2015, all items required to be disclosed under Form 8-K were reported under Form 8-K.

Third Amended and Restated Bylaws

On March 11, 2016, our board of directors approved our Third Amended and Restated Bylaws (the “Amended Bylaws”). Previously, our bylaws required that we hold our annual meeting of stockholders on a date and at the time set by the board of directors during the month of July. The Amended Bylaws now require that we hold our annual meeting of stockholders on a date and at the time set by the board of directors, and do not specify a particular month.

Amended and Restated Code of Conduct and Ethics

On March 11, 2016, our board of directors approved our amended and restated Code of Conduct and Ethics (the “Amended Code”). Previously, under our Code of Conduct and Ethics, our chief financial officer served as our compliance officer. Pursuant to the Amended Code, our advisor’s chief audit executive will serve as our compliance officer. The Amended Code also makes certain administrative changes to our Code of Conduct and Ethics.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

We have provided below certain information about our directors and executive officers.



Name	Position(s)	Age *
Peter M. Bren	President	82
Charles J. Schreiber, Jr.	Chairman of the Board, Chief Executive Officer and Director	64
Peter McMillan III	Executive Vice President, Treasurer, Secretary, and Director	58
Keith D. Hall	Executive Vice President	57
Jeffrey K. Waldvogel	Chief Financial Officer	38
Stacie K. Yamane	Chief Accounting Officer	51
Hank Adler	Independent Director	69
Barbara R. Cambon	Independent Director	62
Stuart A. Gabriel, Ph.D.	Independent Director	62

_____________________

* As of March 1, 2016.

Peter M. Bren is our President, a position he has held since August 2007. He is also Chairman of the Board and President of our advisor, President of KBS REIT I, President of KBS REIT III and President of KBS Growth & Income REIT, positions he has held for these entities since October 2004, June 2005, January 2010 and January 2015, respectively. Mr. Bren is President and a director of KBS Legacy Partners Apartment REIT, positions he has held since August 2009 and July 2009, respectively. In addition, Mr. Bren is a sponsor of our company and is a sponsor of KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2007, 2005, 2009, 2008, 2009, 2013 and 2015, respectively. Other than de minimis amounts owned by family members or family trusts, Mr. Bren indirectly owns and controls a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor.

Mr. Bren is Chairman of the Board and President of KBS Realty Advisors LLC and is a principal of Koll Bren Schreiber Realty Advisors, Inc., each an active and nationally recognized real estate investment advisor. These entities are registered as investment advisers with the SEC. The first investment advisor affiliated with Messrs. Bren and Schreiber was formed in 1992. As of December 31, 2015, KBS Realty Advisors, together with KBS affiliates, including KBS Capital Advisors, had been involved in the investment in or management of approximately $21 billion of real estate investments on behalf of institutional investors, including public and private pension plans, endowments and foundations, institutional and sovereign wealth funds, and the investors in us, KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT.

Mr. Bren oversees all aspects of KBS Capital Advisors’ and KBS Realty Advisors’ operations, including the acquisition, management and disposition of individual investments and portfolios of investments for KBS-sponsored programs and KBS-advised investors. He also directs all facets of KBS Capital Advisors’ and KBS Realty Advisors’ business activities and is responsible for investor relationships.

Mr. Bren has been involved in real estate development, management, acquisition, disposition and financing for more than 40 years and with the acquisition, origination, management, disposition and financing of real estate-related debt investments for more than 30 years. Prior to taking his current positions as Chairman of the Board and President of KBS Capital Advisors and KBS Realty Advisors, he served as the President of The Bren Company, was a Senior Partner of Lincoln Property Company and was President of Lincoln Property Company, Europe. Mr. Bren is also a founding member of the Richard S. Ziman Center for Real Estate at the UCLA Anderson School of Management. He is also a member of the Real Estate Roundtable in Washington, D.C.

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Charles J. Schreiber, Jr. is our Chairman of the Board, our Chief Executive Officer and one of our directors, positions he has held since August 2007, August 2007 and July 2007, respectively. He is also the Chief Executive Officer of our advisor and Chairman of the Board, Chief Executive Officer and a director of KBS REIT I and KBS Growth & Income REIT, positions he has held for these entities since October 2004, June 2005 and January 2015, respectively. Mr. Schreiber is Chairman of the Board, Chief Executive Officer and a director of KBS REIT III, positions he has held since January 2010, January 2010 and December 2009, respectively. In addition, Mr. Schreiber is a sponsor of our company and is a sponsor of KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2007, 2005, 2009, 2008, 2009, 2013 and 2015, respectively. Other than de minimis amounts owned by family members or family trusts, Mr. Schreiber indirectly owns and controls a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor.

Mr. Schreiber is the Chief Executive Officer of KBS Realty Advisors LLC and is a principal of Koll Bren Schreiber Realty Advisors, Inc., each an active and nationally recognized real estate investment advisor. These entities are registered as investment advisers with the SEC. The first investment advisor affiliated with Messrs. Bren and Schreiber was formed in 1992. As of December 31, 2015, KBS Realty Advisors, together with KBS affiliates, including KBS Capital Advisors, had been involved in the investment in or management of approximately $21 billion of real estate investments on behalf of institutional investors, including public and private pension plans, endowments and foundations, institutional and sovereign wealth funds, and the investors in us, KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT.

Mr. Schreiber oversees all aspects of KBS Capital Advisors’ and KBS Realty Advisors’ operations, including the acquisition and management of individual investments and portfolios of investments for KBS-sponsored programs and KBS-advised investors. He also directs all facets of KBS Capital Advisors’ and KBS Realty Advisors’ business activities and is responsible for investor relationships.

Mr. Schreiber has been involved in real estate development, management, acquisition, disposition and financing for more than 40 years and with the acquisition, origination, management, disposition and financing of real estate-related debt investments for more than 30 years. Prior to teaming with Mr. Bren in 1992, he served as the Executive Vice President of Koll Investment Management Services and Executive Vice President of Acquisitions/Dispositions for The Koll Company. During the mid-1970s through the 1980s, he was Founder and President of Pacific Development Company and was previously Senior Vice President/Southern California Regional Manager of Ashwill-Burke Commercial Brokerage.

Mr. Schreiber graduated from the University of Southern California with a Bachelor’s Degree in Finance with an emphasis in Real Estate. During his four years at USC, he did graduate work in the then newly-formed Real Estate Department in the USC Graduate School of Business. He is currently an Executive Board Member for the USC Lusk Center for Real Estate at the University of Southern California Marshall School of Business/School of Policy, Planning and Development. Mr. Schreiber also serves as a member of the Executive Committee for the Public Non-Listed REIT Council for the National Association of Real Estate Investment Trusts.

The board of directors has concluded that Mr. Schreiber is qualified to serve as a director, Chairman of the Board and as our Chief Executive Officer for reasons including his extensive industry and leadership experience. Since the formation of the first investment advisor affiliated with Messrs. Bren and Schreiber in 1992, and through December 31, 2015, Mr. Schreiber had been involved in the investment in or management of over $21 billion of real estate investments through KBS affiliates. With more than 40 years of experience in real estate development, management, acquisition and disposition and more than 30 years of experience with the acquisition, origination, management, disposition and financing of real estate-related debt investments, he has the depth and breadth of experience to implement our business strategy. He gained his understanding of the real estate and real estate-finance markets through hands-on experience with acquisitions, asset and portfolio management, asset repositioning and dispositions. As our Chief Executive Officer and a principal of our external advisor, Mr. Schreiber is best-positioned to provide the board of directors with insights and perspectives on the execution of our business strategy, our operations and other internal matters. Further, as a principal of KBS-affiliated investment advisors and as Chief Executive Officer, Chairman of the Board and a director of KBS REIT I, KBS REIT III and KBS Growth & Income REIT, Mr. Schreiber brings to the board of directors demonstrated management and leadership ability.

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Peter McMillan III is one of our Executive Vice Presidents, our Treasurer and Secretary, and one of our directors, positions he has held since August 2007. He is also an Executive Vice President, the Treasurer and Secretary and a director of KBS REIT I, KBS REIT III and KBS Growth & Income REIT, positions he has held for these entities since June 2005, January 2010 and January 2015, respectively. He is President, Chairman of the Board and a director of KBS Strategic Opportunity REIT and KBS Strategic Opportunity REIT II, positions he has held for these entities since December 2008 and February 2013, respectively. He is also an Executive Vice President of KBS Legacy Partners Apartment REIT, which position he has held since August 2009. In addition, Mr. McMillan is a sponsor of our company and is a sponsor of KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2007, 2005, 2009, 2008, 2009, 2013 and 2015, respectively. Mr. McMillan owns and controls a 50% interest in GKP Holding LLC. GKP Holding owns a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor.

Mr. McMillan is a Partner and co-owner of Temescal Canyon Partners LP, an investment advisor formed in 2013 to manage a multi-strategy hedge fund on behalf of investors. Mr. McMillan is also a co-founder and the Managing Partner of Willowbrook Capital Group, LLC which, from August 2003 until December 2012, was an asset management company. Prior to forming Willowbrook in 2000, Mr. McMillan served as an Executive Vice President and Chief Investment Officer of SunAmerica Investments, Inc., which was later acquired by AIG. As Chief Investment Officer, he was responsible for over $75.0 billion in assets, including residential and commercial mortgage-backed securities, public and private investment grade and non-investment grade corporate bonds and commercial mortgage loans and real estate investments. Before joining SunAmerica in 1989, he served as Assistant Vice President for Aetna Life Insurance and Annuity Company with responsibility for the company’s $6.0 billion fixed income portfolios. Mr. McMillan received his Master of Business Administration in Finance from the Wharton Graduate School of Business at the University of Pennsylvania and his Bachelor of Arts Degree with honors in Economics from Clark University. Mr. McMillan is a member of the Board of Trustees of Metropolitan West Funds and TCW Mutual Funds and is a former director of Steinway Musical Instruments, Inc.

The board of directors has concluded that Mr. McMillan is qualified to serve as one of our directors for reasons including his expertise in real estate finance and with real estate-related investments. With over 30 years of experience investing in and managing real estate-related debt investments, Mr. McMillan offers insights and perspective with respect to our real estate-related investment portfolio as well as our real estate portfolio. As one of our executive officers and a principal of our advisor, Mr. McMillan is also able to direct the board of directors to the critical issues facing our company. Further, his experiences as a director of KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, as a member of the Board of Trustees of Metropolitan West Funds and TCW Mutual Funds, and as a former director of Steinway Musical Instruments, Inc., provide him with an understanding of the requirements of serving on a public company board.

Keith D. Hall is one of our Executive Vice Presidents, a position he has held since August 2007. He is an Executive Vice President of KBS REIT I, KBS REIT III and KBS Growth & Income REIT, positions he has held for these entities since June 2005, January 2010 and January 2015, respectively. He is also the Chief Executive Officer and a director of KBS Strategic Opportunity REIT, positions he has held since December 2008 and October 2008, respectively, and is the Chief Executive Officer and a director of KBS Strategic Opportunity REIT II, positions he has held since February 2013. In addition, Mr. Hall is a sponsor of our company and is a sponsor of KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2007, 2005, 2009, 2008, 2009, 2013 and 2015, respectively. Mr. Hall owns and controls a 50% interest in GKP Holding LLC. GKP Holding owns a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor.

Mr. Hall is a co-founder of Willowbrook Capital Group, LLC which, from August 2003 until December 2012, was an asset management company. Prior to forming Willowbrook in 2000, Mr. Hall was a Managing Director at CS First Boston, where he managed the distribution strategy and business development for the Principal Transaction Group’s $18.0 billion real estate securities portfolio. Mr. Hall’s two primary business unit responsibilities were Mezzanine Lending and Commercial Real Estate Development. Before joining CS First Boston in 1996, he served as a Director in the Real Estate Products Group at Nomura Securities, with responsibility for the company’s $6.0 billion annual pipeline of fixed-income, commercial mortgage-backed securities. During the 1980s, Mr. Hall was a Senior Vice President in the High Yield Department of Drexel Burnham Lambert’s Beverly Hills office, where he was responsible for distribution of the group’s high-yield real estate securities. Mr. Hall received a Bachelor of Arts Degree with honors in Finance from California State University, Sacramento.

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Jeffrey K. Waldvogel is our Chief Financial Officer and Assistant Secretary, positions he has held since June 2015. He is also the Chief Financial Officer of our advisor, and Chief Financial Officer and Assistant Secretary of KBS REIT I, KBS REIT III and KBS Growth & Income REIT, positions he has held for each of these entities since June 2015. He is also the Chief Financial Officer, Treasurer and Secretary of KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT and KBS Strategic Opportunity REIT II, positions he has held for these entities since June 2015.

Mr. Waldvogel has been employed by an affiliate of our advisor since November 2010. With respect to the KBS-sponsored REITs advised by our advisor, he served as the Director of Finance and Reporting from July 2012 to June 2015 and as the VP Controller Technical Accounting from November 2010 to July 2012. In these roles Mr. Waldvogel was responsible for overseeing internal and external financial reporting, valuation analysis, financial analysis, REIT compliance, debt compliance and reporting, and technical accounting.

Prior to joining an affiliate of KBS Realty Advisors in 2010, Mr. Waldvogel was an audit senior manager at Ernst & Young LLP. During his eight years at Ernst & Young LLP, where he worked from October 2002 to October 2010, Mr. Waldvogel performed or supervised various auditing engagements, including the audit of financial statements presented in accordance with GAAP, as well as financial statements prepared on a tax basis. These auditing engagements were for clients in a variety of industries, with a significant focus on clients in the real estate industry.

In April 2002, Mr. Waldvogel received a Master of Accountancy Degree and Bachelor of Science from Brigham Young University in Provo, Utah. Mr. Waldvogel is a Certified Public Accountant (California).

Stacie K. Yamane is our Chief Accounting Officer, a position she has held since October 2008. From July 2007 to December 2008, Ms. Yamane served as our Chief Financial Officer and from July 2007 to October 2008, she served as our Controller. Ms. Yamane is also the Chief Accounting Officer, Portfolio Accounting of our advisor and Chief Accounting Officer of KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, positions she has held for these entities since October 2008, October 2008, January 2010, August 2009, August 2009, February 2013 and January 2015, respectively. From October 2004 to October 2008, Ms. Yamane served as Fund Controller of our advisor; from June 2005 to December 2008, she served as Chief Financial Officer of KBS REIT I and from June 2005 to October 2008, she served as Controller of KBS REIT I.

Ms. Yamane also serves as Senior Vice President/Controller, Portfolio Accounting for KBS Realty Advisors LLC, a position she has held since 2004. She served as a Vice President/Portfolio Accounting with KBS-affiliated investment advisors from 1995 to 2004. At KBS Realty Advisors, from 2004 through 2015, Ms. Yamane was responsible for client accounting/reporting for two real estate portfolios. These portfolios consisted of industrial, office and retail properties as well as land parcels. Ms. Yamane worked closely with portfolio managers, asset managers, property managers and clients to ensure the completion of timely and accurate accounting, budgeting and financial reporting. In addition, she assisted in the supervision and management of KBS Realty Advisors’ accounting department.

Prior to joining an affiliate of KBS Realty Advisors in 1995, Ms. Yamane was an audit manager at Kenneth Leventhal & Company, a CPA firm specializing in real estate. During her eight years at Kenneth Leventhal & Company, Ms. Yamane performed or supervised a variety of auditing, accounting and consulting engagements including the audit of financial statements presented in accordance with GAAP, as well as financial statements presented on a cash and tax basis, the valuation of asset portfolios and the review and analysis of internal control systems. Her experiences with various KBS-affiliated entities and Kenneth Leventhal & Company give her over 25 years of real estate experience.

Ms. Yamane received a Bachelor of Arts Degree in Business Administration with a dual concentration in Accounting and Management Information Systems from California State University, Fullerton. She is a Certified Public Accountant (inactive California).

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Hank Adler is one of our independent directors and is the chair of the audit committee, positions he has held since March 2008. Professor Adler is also an independent director and chair of the audit committee of KBS REIT I and KBS REIT III, positions he has held for these entities since June 2005 and September 2010, respectively. He is currently an Assistant Professor of Accounting at Chapman University. Prior to his retirement from Deloitte & Touche, LLP in 2003, Professor Adler was a partner with that firm where he had been employed for over 30 years. He specialized in tax accounting and served as client service and tax partner for a variety of public and private companies. He received a Bachelor of Science in Accounting and a Master of Business Administration from the University of California, Los Angeles. From 2004 to 2015, Professor Adler served on the board of directors and as chairman of the audit committee of Corinthian Colleges, Inc., and he formerly served on the board of directors and on the finance committee of Healthy Smiles for Kids of Orange County, a California non-profit entity. From 1998 to 2007, he also chaired the Toshiba Senior Classic charity event, a PGA Senior Tour championship event. From 1994 to 2006, he served on the board of directors of Hoag Memorial Hospital Presbyterian. In the 1990s, he served on the board of trustees and as President of the Irvine Unified School District. Professor Adler is a Certified Public Accountant (California).

The board of directors has concluded that Professor Adler is qualified to serve as an independent director and as the chair of the audit committee for reasons including his extensive experience in public accounting. With over 30 years at one of the big four accounting firms, Professor Adler brings to the board of directors critical insights into and an understanding of the accounting principles and financial reporting rules and regulations affecting our company. His expertise in evaluating the financial and operational results of public companies and overseeing the financial reporting process makes him a valuable director and chair of the audit committee. In addition, as a director and chair of the audit committee of KBS REIT I and KBS REIT III and as a former director of Corinthian Colleges, Inc., of Hoag Memorial Hospital Presbyterian and of Healthy Smiles for Kids of Orange County, Professor Adler is well aware of the corporate governance and regulatory issues facing public and other companies.

Barbara R. Cambon is one of our independent directors and is the chair of the conflicts committee, positions she has held since March 2008. Ms. Cambon is also an independent director and chair of the conflicts committee of KBS REIT I and KBS REIT III, positions she has held for these entities since June 2005 and September 2010, respectively. From April 2009 to December 2010, she served as Chief Operating Officer of Premium One Asset Management LLC, a company whose business focuses on providing investment management services to investors. From October 2003 to October 2009, she also served as a Managing Member of Snowcreek Management LLC, a real estate asset management company whose business activities focus on residential development projects for institutional investors. As Managing Member, Ms. Cambon provided asset management services to an institutional partnership investment in residential real estate development. She has been involved in the real estate investment business for over 30 years, principally working with institutional capital sources and investment programs. From November 1999 until October 2002, she served as a Principal of Los Angeles-based Colony Capital, LLC, a private real estate investment firm, and from April 2000 until October 2002, she also served as its Chief Operating Officer. Prior to joining Colony Capital in 1999, Ms. Cambon was President and founder of Institutional Property Consultants, Inc., a real estate consulting company. She is a past director and chairman of the board of the Pension Real Estate Association and past director of the National Council of Real Estate Investment Fiduciaries. Ms. Cambon serves on the Advisory Board of the University of San Diego Burnham-Moores Center for Real Estate Policy. Ms. Cambon previously served on the board of directors of Amstar Advisers, Neighborhood National Bancorp and BioMed Realty Trust, Inc. Ms. Cambon received a Master of Business Administration from Southern Methodist University and a Bachelor of Science Degree in Education from the University of Delaware.

The board of directors has concluded that Ms. Cambon is qualified to serve as an independent director and as the chair of the conflicts committee for reasons including her expertise in real estate investment and management. Ms. Cambon’s over 30 years of experience investing in, managing and disposing of real estate on behalf of investors give her a wealth of knowledge and experiences from which to draw in advising our company. As former Managing Member of her own real estate asset management company, Ms. Cambon is acutely aware of the operational challenges facing companies such as ours. Further, her service as a director and chair of the conflicts committee of KBS REIT I and KBS REIT III, both public REITs, and as a former director of Amstar Advisers, Neighborhood National Bancorp and BioMed Realty Trust, Inc., gives her additional perspective and insight into large public companies such as ours.

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Stuart A. Gabriel, Ph.D. is one of our independent directors, a position he has held since March 2008. Professor Gabriel is also an independent director of KBS REIT I and KBS REIT III, positions he has held for these entities since June 2005 and September 2010, respectively. Since June 2007, Professor Gabriel has served as Director of the Richard S. Ziman Center for Real Estate and Professor of Finance and Arden Realty Chair at the UCLA Anderson School of Management. Prior to joining UCLA he was Director and Lusk Chair in Real Estate at the USC Lusk Center for Real Estate, a position he held from 1999 to 2007. Professor Gabriel also served as Professor of Finance and Business Economics in the Marshall School of Business at the University of Southern California, a position he held from 1990 to 2007. He received a number of awards at UCLA and USC for outstanding graduate teaching. In 2004, he was elected President of the American Real Estate and Urban Economics Association. Professor Gabriel serves on the editorial boards of seven academic journals. He is also a Fellow of the Homer Hoyt Institute for Advanced Real Estate Studies. Professor Gabriel has published extensively on the topics of real estate finance and urban and regional economics. His teaching and academic research experience include analysis of real estate and real estate capital markets performance as well as structured finance products, including credit default swaps, commercial mortgage-backed securities and collateralized debt obligations. Professor Gabriel serves as a consultant to numerous corporate and governmental entities. From 1986 through 1990, Professor Gabriel served on the economics staff of the Federal Reserve Board in Washington, D.C. He also has been a Visiting Scholar at the Federal Reserve Bank of San Francisco. Professor Gabriel holds a Ph.D. in Economics from the University of California, Berkeley.

The board of directors has concluded that Professor Gabriel is qualified to serve as an independent director for reasons including his extensive knowledge and understanding of the real estate and finance markets and real estate finance products. As a professor of real estate finance and economics, Professor Gabriel brings unique perspective to the board of directors. His years of research and analysis of the real estate and finance markets make Professor Gabriel well-positioned to advise us with respect to our investment and financing strategy. This expertise also makes him an invaluable resource for assessing and managing risks facing our company. Through his experience as a director of KBS REIT I and KBS REIT III, he also has an understanding of the requirements of serving on a public company board.

Corporate Governance

The Audit Committee

Our board of directors has established an audit committee. The audit committee’s function is to assist the board of directors in fulfilling its responsibilities by overseeing (i) our accounting and financial reporting processes, (ii) the integrity of our financial statements, (iii) our compliance with legal and regulatory requirements, (iv) our independent auditors’ qualifications, performance and independence, and (v) the performance of our internal audit function. The members of the audit committee are Hank Adler (chair), Barbara R. Cambon and Stuart A. Gabriel, Ph.D. All of the members of the audit committee are “independent” as defined by the New York Stock Exchange. All members of the audit committee have significant financial and/or accounting experience, and the board of directors has determined that Professor Adler satisfies the SEC’s requirements for an “audit committee financial expert.”

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct and Ethics can be found at http://www.kbsreitii.com .


ITEM 11.	EXECUTIVE COMPENSATION

Compensation of Executive Officers

Our conflicts committee, which is composed of all of our independent directors, discharges our board of directors’ responsibilities relating to the compensation of our executives. However, we currently do not have any paid employees and our executive officers do not receive any compensation directly from us. Our executive officers are officers and/or employees of, or hold an indirect ownership interest in, our advisor, and/or its affiliates and our executive officers are compensated by these entities, in part, for their services to us or our subsidiaries. See Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence — Report of the Conflicts Committee — Certain Transactions with Related Persons” for a discussion of the fees paid to our advisor and its affiliates.

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Compensation of Directors

If a director is also one of our executive officers, we do not pay any compensation to that person for services rendered as a director. The amount and form of compensation payable to our independent directors for their service to us is determined by the conflicts committee, based upon recommendations from our advisor. Four of our executive officers, Messrs. Bren, Hall, McMillan and Schreiber, manage and control our advisor, and through our advisor, they are involved in recommending and setting the compensation to be paid to our independent directors.

We have provided below certain information regarding compensation earned by or paid to our directors during fiscal year 2015.



Name	Fees Earned or Paid in Cash in 2015 ⁽¹⁾		All Other Compensation		Total
Hank Adler	$	109,583	$	—	$	109,583
Barbara R. Cambon	110,583		—		110,583
Stuart A. Gabriel, Ph.D.	105,583		—		105,583
Peter McMillan III ⁽²⁾	—		—		—
Charles J. Schreiber, Jr. ⁽²⁾	—		—		—

_____________________

⁽¹⁾ Fees Earned or Paid in Cash in 2015 include meeting fees earned in: (i) 2014 but paid or reimbursed in the first quarter of 2015 as follows: Professor Adler $9,337, Ms. Cambon $10,337, and Professor Gabriel $9,337; and (ii) 2015 but paid or to be paid in 2016 as follows: Professor Adler $14,333, Ms. Cambon $14,333, and Professor Gabriel $13,333.

⁽²⁾ Directors who are also our executive officers do not receive compensation for services rendered as a director.

Cash Compensation

We compensate each of our independent directors with an annual retainer of $40,000. In addition, we pay our independent directors for attending board and, audit, conflicts or other committee meetings as follows:


•	$2,500 for each board meeting attended;


•	$2,500 for each audit or conflicts committee meeting attended (except that the committee chairman is paid $3,000 for each audit or conflicts committee meeting attended);


•	$2,000 for each other committee meeting attended (except that the committee chairman is paid $3,000 for each other committee meeting attended);


•	$2,000 for each teleconference board meeting attended;


•	$2,000 for each teleconference audit or conflicts committee meeting attended (except that the committee chairman is paid $3,000 for each teleconference audit or conflicts committee meeting attended); and


•	$2,000 for each other teleconference committee meeting attended (except that the committee chairman is paid $3,000 for each other teleconference committee meeting attended).

All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors.

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ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Stock Ownership

The following table shows, as of March 1, 2016, the amount of our common stock beneficially owned (unless otherwise indicated) by (1) any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (2) our directors, (3) our executive officers, and (4) all of our directors and executive officers as a group.



Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership ⁽²⁾	Percentage of all Outstanding Shares
KBS Capital Advisors LLC	20,000 ⁽³⁾	*
Peter M. Bren, President	20,000 ⁽³⁾	*
Keith D. Hall, Executive Vice President	20,000 ⁽³⁾	*
Peter McMillan III, Executive Vice President, Treasurer, Secretary and Director	20,000 ⁽³⁾	*
Charles J. Schreiber, Jr., Chairman of the Board, Chief Executive Officer and Director	20,000 ⁽³⁾	*
Jeffrey K. Waldvogel, Chief Financial Officer	—	—
Stacie K. Yamane, Chief Accounting Officer	—	—
Hank Adler, Independent Director	—	—
Barbara R. Cambon, Independent Director	—	—
Stuart A. Gabriel, Ph.D., Independent Director	2,680	—
All officers and directors as a group	22,680 ⁽³⁾	*

_____________________

* Less than 1% of the outstanding common stock.

⁽¹⁾ The address of each named beneficial owner is 800 Newport Center Drive, Suite 700, Newport Beach, California 92660.

⁽²⁾ None of the shares is pledged as security.

⁽³⁾ Includes 20,000 shares owned by KBS Capital Advisors, which is indirectly owned and controlled by Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Director Independence

Although our shares are not listed for trading on any national securities exchange, a majority of the directors, and all of the members of the audit committee and the conflicts committee, are “independent” as defined by the New York Stock Exchange. The board of directors has affirmatively determined that Hank Adler, Barbara R. Cambon and Stuart A. Gabriel, Ph.D. each satisfies the New York Stock Exchange independence standards. In determining that Professor Gabriel is independent under the New York Stock Exchange independence standards, the board of directors considered that Peter M. Bren, one of our executive officers and sponsors, is a founding member of the Richard S. Ziman Center for Real Estate at the UCLA Anderson School of Management, that Professor Gabriel is a Director of the Richard S. Ziman Center for Real Estate and Professor of Finance and Arden Realty Chair at the UCLA Anderson School of Management and that in March 2012, Mr. Bren pledged a gift of $1.25 million to the Richard S. Ziman Center for Real Estate at the UCLA Anderson School of Management. The contribution by Mr. Bren would be made over five years in the amount of $250,000 per year. Because this contribution is to a tax exempt entity and the contribution will not exceed $250,000 in any year, the board of directors determined that this contribution was not material and Professor Gabriel met the New York Stock Exchange independence standards.

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Report of the Conflicts Committee

Review of Our Policies

The conflicts committee has reviewed our policies and determined that they are in the best interest of our stockholders. Set forth below is a discussion of the basis for that determination.

Portfolio Management and Distribution Policy . Over the long term, we expect that our distributions will generally be paid from cash flow from operations and FFO from current or prior periods (except with respect to distributions related to sales of our assets and distributions related to the repayment of principal under our mortgage loan investment). Our cash flow from operations has decreased and will continue to decrease as a result of our disposition activity (as described below), and we have adjusted our distribution policy with respect to the amount of monthly distribution payments to take into account our disposition activity and current real estate investments. We may continue to make strategic asset sales as opportunities become available in the market. Any future special distributions we make from the proceeds of future dispositions will reduce our estimated value per share and this reduction will be reflected in our updated estimated value per share, which we expect to update no later than December 2016. See also the discussion under “Disposition Policies” below.

Our operating performance and ability to pay distributions from our cash flow from operations and/or the disposition of our assets cannot be accurately predicted and may deteriorate in the future due to numerous factors, including: the future operating performance of our investments in the existing real estate and the financial environment; the success and economic viability of our tenants; the ability of our borrower and its sponsor to continue to make its debt service payments and/or to repay the loan upon maturity; our ability to refinance existing indebtedness at comparable terms; changes in interest rates on our variable rate debt obligations; our ability to successfully dispose of some of our assets; and the sources and amounts of cash we have available for distributions.

Distributions declared per common share were $0.293 in the aggregate for the year ended December 31, 2015. Distributions declared per common share assumes each share was issued and outstanding at each record date for distributions. Distributions per common share were based on a monthly record date for each month during the period commencing January 2015 through December 2015.

Acquisition and Investment Policies . We did not acquire any real estate properties or acquire or originate any real estate loans receivable during the period from January 1, 2015 through January 31, 2016, and we do not expect to make new acquisitions of real estate or real estate-related investments in the future. We used substantially all of the net proceeds from our initial public offering to invest in and manage a diverse portfolio of real estate and real estate-related investments. We diversified our portfolio by investment size, investment type, investment risk and geographic region with the goal of obtaining a portfolio of income-producing real estate and real estate-related assets that provide attractive and stable returns to our stockholders and would allow us to preserve and return our stockholders’ capital contributions. As of January 31, 2016, we owned 12 real estate properties (consisting of 10 office properties, one office/flex property and an office campus consisting of eight office buildings) and one real estate loan receivable. See “—Disposition Policies” below.

Borrowing Policies . In order to execute our investment strategy, we primarily utilized secured debt to finance a portion of our investment portfolio. Management remains vigilant in monitoring the risks inherent with the use of debt in our portfolio and is taking actions to ensure that these risks, including refinance and interest rate risks, are properly balanced with the benefit of using leverage. We limit our total liabilities to 75% of the cost (before deducting depreciation or other noncash reserves) of our tangible assets; however, we may exceed that limit if the majority of the conflicts committee approves each borrowing in excess of this limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of January 31, 2016, our borrowings and other liabilities were approximately 35% of both the cost (before deducting depreciation or other noncash reserves) and book value (before deducting depreciation) of our tangible assets, respectively.

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Disposition Policies . We originally intended to hold our core properties for four to seven years, which we believe is a reasonable period to enable us to capitalize on the potential for increased income and capital appreciation of properties. We intend to hold our real estate-related investment until maturity. Our advisor has developed a well-defined exit strategy for each investment we make and periodically performs a hold-sell analysis on each asset. These periodic analyses focus on the remaining available value enhancement opportunities for the asset, the demand for the asset in the marketplace, market conditions and our overall portfolio objectives to determine if the sale of the asset, whether via an individual sale or as part of a portfolio sale or merger, would generate a favorable return to our stockholders. Economic and market conditions may influence us to hold our investments for different periods of time. We may sell an asset before the end of the expected holding period if we believe that market conditions and asset positioning have maximized its value or the sale of the asset would otherwise be in the best interests of our stockholders. As discussed above, we plan to make certain strategic asset sales and, from time to time, may declare special distributions to our stockholders that would be funded with the net proceeds from those asset sales or from cash flow from other sources.

During the year ended December 31, 2015, we sold one office property. Additionally, we received the repayment of one of our real estate loans receivable. Since inception, we have sold 17 properties and we have sold or received principal repayments on seven of our real estate loans receivable.

On January 27, 2016, our board of directors formed a special committee (the “Special Committee”) composed of all of our independent directors to explore the availability of strategic alternatives involving the company. While we conduct this process, we remain 100% focused on managing our properties.

Policy Regarding Working Capital Reserves . We establish an annual budget for capital requirements and working capital reserves that we update periodically during the year. We may use cash on hand, proceeds from asset sales or loan receivable repayments, debt proceeds and cash flow from operations to meet our needs for working capital for the upcoming year and to build a moderate level of cash reserves.

Policies Regarding Operating Expenses . Under our charter, we are required to limit our total operating expenses to the greater of 2% of our average invested assets or 25% of our net income for the four most recently completed fiscal quarters, as these terms are defined in our charter, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Operating expenses for the four fiscal quarters ended December 31, 2015 did not exceed the charter-imposed limitation. For the four consecutive quarters ended December 31, 2015, total operating expenses represented approximately 1.0% of our average invested assets and approximately 23.5% of net income.

Policy Regarding Transactions with Related Persons . Our charter requires the conflicts committee to review and approve all transactions between us and our advisor, any of our officers or directors or any of their affiliates. Prior to entering into a transaction with a related party, a majority of the conflicts committee must conclude that the transaction is fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. In addition, our Code of Conduct and Ethics lists examples of types of transactions with related parties that would create prohibited conflicts of interest and requires our officers and directors to be conscientious of actual and potential conflicts of interest with respect to our interests and to seek to avoid such conflicts or handle such conflicts in an ethical manner at all times consistent with applicable law. Our executive officers and directors are required to report potential and actual conflicts to the Compliance Officer, currently our Chief Financial Officer, via the Ethics Hotline, to an internal audit representative or directly to the audit committee chair, as appropriate.

Certain Transactions with Related Persons . The conflicts committee has reviewed the material transactions between our affiliates and us since the beginning of 2015 as well as any such currently proposed transactions. Set forth below is a description of such transactions and the conflicts committee’s report on their fairness.

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We have entered into agreements with certain affiliates pursuant to which they provide services to us. Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. control and indirectly own KBS Capital Advisors and KBS Capital Markets Group. We refer to these individuals as our sponsors. They are also some of our executive officers. All four of our sponsors actively participate in the management and operations of our advisor. Our advisor has three managers: an entity owned and controlled by Mr. Bren; an entity owned and controlled by Messrs. Hall and McMillan; and an entity owned and controlled by Mr. Schreiber.

Our Relationship with KBS Capital Advisors. Since our inception, our advisor has provided day-to-day management of our business. Among the services that are provided or have been provided by our advisor under the terms of the advisory agreement are the following:


•	finding, presenting and recommending to us real estate and real estate-related investment opportunities consistent with our investment policies and objectives;


•	structuring the terms and conditions of our investments, sales and joint ventures;


•	acquiring properties and other investments on our behalf in compliance with our investment objectives and policies;


•	sourcing and structuring our loan originations and acquisitions;


•	arranging for financing and refinancing of our properties and our other investments;


•	entering into leases and service contracts for our properties;


•	supervising and evaluating each property manager’s performance;


•	reviewing and analyzing the properties’ operating and capital budgets;


•	assisting us in obtaining insurance;


•	generating an annual budget for us;


•	reviewing and analyzing financial information for each of our assets and our overall portfolio;


•	formulating and overseeing the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of our properties and other investments;


•	performing investor-relations services;


•	maintaining our accounting and other records and assisting us in filing all reports required to be filed with the SEC, the IRS and other regulatory agencies;


•	engaging in and supervising the performance of our agents, including our registrar and transfer agent; and


•	performing any other services reasonably requested by us.

Our advisor is subject to the supervision of the board of directors and only has such authority as we may delegate to it as our agent. The advisory agreement has a one-year term expiring May 21, 2016, subject to an unlimited number of successive one-year renewals upon the mutual consent of the parties. From January 1, 2015 through the most recent date practicable, which was January 31, 2016, we compensated our advisor as set forth below.

With respect to investments in real estate, we pay our advisor a monthly asset management fee equal to one-twelfth of 0.75% of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property. This amount includes any portion of the investment that was debt financed and is inclusive of acquisition fees and expenses related thereto. In the case of investments made through joint ventures, the asset management fee is determined based on our proportionate share of the underlying investment. With respect to investments in loans and any investments other than real estate, we pay our advisor a monthly asset management fee calculated, each month, as one-twelfth of 0.75% of the lesser of (i) the amount paid or allocated to acquire or fund the loan or other investment (which amount includes any portion of the investment that was debt financed and is inclusive of acquisition or origination fees and expenses related thereto) and (ii) the outstanding principal amount of such loan or other investment, plus the acquisition or origination fees and expenses related to the acquisition or funding of such investment, as of the time of calculation. Asset management fees from January 1, 2015 through January 31, 2016 totaled approximately $13.1 million, all of which had been paid as of January 31, 2016.

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Under the advisory agreement, our advisor and its affiliates have the right to seek reimbursement from us for all costs and expenses they incur in connection with their provision of services to us, including our allocable share of our advisor’s overhead, such as rent, employee costs, utilities, accounting software and cybersecurity costs. We reimburse our advisor for our allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to us. In the future, our advisor may seek reimbursement for additional employee costs. However, we will not reimburse our advisor or its affiliates for employee costs in connection with services for which our advisor earns acquisition, origination or disposition fees (other than reimbursement of travel and communication expenses) or for the salaries and benefits our advisor or its affiliates may pay to our executive officers. From January 1, 2015 through January 31, 2016, we reimbursed our advisor for $209,000 of operating expenses, including $169,000 of employee costs.

For substantial assistance in connection with the sale of properties or other investments, we pay our advisor or its affiliates 1.0% of the contract sales price of each property or other investment sold; provided, however, in no event may aggregate disposition fees paid to our advisor, its affiliates and unaffiliated third parties exceed 6.0% of the contract sales price. From January 1, 2015 through January 31, 2016, we incurred $1.2 million of disposition fees, all of which had been paid as of January 31, 2016.

On January 6, 2014, we, together with KBS REIT I, KBS REIT III, KBS Strategic Opportunity REIT, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II, our dealer manager, our advisor and other KBS-affiliated entities, entered into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage are shared. The cost of these lower tiers is allocated by our advisor and its insurance broker among each of the various entities covered by the program, and is billed directly to each entity. The allocation of these shared coverage costs is proportionate to the pricing by the insurance marketplace for the first tiers of directors and officers liability coverage purchased individually by each REIT. Our advisor’s and our dealer manager’s portion of the shared lower tiers’ cost is proportionate to the respective entities’ prior cost for the errors and omissions insurance. In June 2015, KBS Growth & Income REIT was added to the insurance program at terms similar to those described above.

The conflicts committee considers our relationship with our advisor during 2015 to be fair. The conflicts committee believes that the amounts payable to our advisor under the advisory agreement are similar to those paid by other publicly offered, unlisted, externally advised REITs and that this compensation is necessary in order for our advisor to provide the desired level of services to us and our stockholders.

Our Relationship with KBS Capital Markets Group . We have entered into a fee reimbursement agreement (the “AIP Reimbursement Agreement”) with our dealer manager pursuant to which we agreed to reimburse our dealer manager for certain fees and expenses it incurs for administering our participation in the DTCC Alternative Investment Product Platform with respect to certain accounts of our stockholders serviced through the platform. From January 1, 2015 through January 31, 2016, we incurred and paid $86,000 of costs and expenses related to the AIP Reimbursement Agreement.

The conflicts committee believes that these arrangements with our dealer manager are fair.

The conflicts committee has determined that the policies set forth in this Report of the Conflicts Committee are in the best interests of our stockholders because they provide us with the highest likelihood of achieving our investment objectives.



March 16, 2016		The Conflicts Committee of the Board of Directors: Barbara R. Cambon (chair), Hank Adler and Stuart A. Gabriel, Ph.D.

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ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

Independent Registered Public Accounting Firm

During the year ended December 31, 2015, Ernst & Young LLP served as our independent registered public accounting firm and provided certain tax and other services. Ernst & Young has served as our independent registered public accounting firm since our formation.

Pre-Approval Policies

In order to ensure that the provision of such services does not impair the auditors’ independence, the audit committee charter imposes a duty on the audit committee to pre-approve all auditing services performed for us by our independent auditors, as well as all permitted non-audit services. In determining whether or not to pre-approve services, the audit committee considers whether the service is a permissible service under the rules and regulations promulgated by the SEC. The audit committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by our independent auditors, provided any such approval is presented to and approved by the full audit committee at its next scheduled meeting.

For the years ended December 31, 2015 and 2014, all services rendered by Ernst & Young were pre-approved in accordance with the policies and procedures described above.

Principal Independent Registered Public Accounting Firm Fees

The audit committee reviewed the audit and non-audit services performed by Ernst & Young, as well as the fees charged by Ernst & Young for such services. In its review of the non-audit service fees, the audit committee considered whether the provision of such services is compatible with maintaining the independence of Ernst & Young. The aggregate fees billed to us for professional accounting services, including the audit of our annual financial statements by Ernst & Young for the years ended December 31, 2015 and 2014, are set forth in the table below.



	2015		2014
Audit fees	$	460,000	$	480,000
Audit-related fees	—		9,000
Tax fees	95,160		108,004
All other fees	333		399
Total	$	555,493	$	597,403

For purposes of the preceding table, Ernst & Young’s professional fees are classified as follows:

•

Audit fees - These are fees for professional services performed for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures performed by Ernst & Young in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements.

•

Audit-related fees - These are fees for assurance and related services that traditionally are performed by independent auditors that are reasonably related to the performance of the audit or review of our financial statements, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, internal control reviews and consultation concerning financial accounting and reporting standards.

•

Tax fees - These are fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.


•	All other fees - These are fees for any services not included in the above-described categories.

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PART IV


ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statement Schedules

See the Index to Financial Statements at page F-1 of this report.

The following financial statement schedule is included herein at pages F-37 through F-38 of this report:

Schedule III - Real Estate Assets and Accumulated Depreciation and Amortization

(b) Exhibits



Ex.		Description

3.1		Second Articles of Amendment and Restatement of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008, filed May 28, 2008

3.2		Second Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-11, Commission File No. 333-146341, filed April 8, 2008

3.3		Third Amended and Restated Bylaws of the Company

4.1		Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates), incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-11, Commission File No. 333-146341, filed February 19, 2008

4.2		Third Amended and Restated Dividend Reinvestment, incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed May 13, 2013

10.1		Advisory Agreement, by and between the Company and KBS Capital Advisors LLC, dated May 21, 2015, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, filed August 13, 2015

10.2		Fifth Amendment to Office/Retail Lease (relating to Union Bank Plaza), by and between KBSII 445 South Figueroa, LLC and Union Bank, N.A., dated as of October 31, 2010

10.3		Sixth Amendment to Office/Retail Lease (relating to Union Bank Plaza), by and between KBSII 445 South Figueroa, LLC and Union Bank, N.A., dated as of February 15, 2011

10.4		Seventh Amendment to Office/Retail Lease (relating to Union Bank Plaza), by and between KBSII 445 South Figueroa, LLC and Union Bank, N.A., dated as of November 14, 2012

10.5		Eighth Amendment to Office/Retail Lease (relating to Union Bank Plaza), by and between KBSII 445 South Figueroa, LLC and Union Bank, N.A., dated as of May 30, 2014

21.1		Subsidiaries of the Company

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 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Eighth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed May 19, 2014

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Ex.		Description

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013	F-4
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2015, 2014 and 2013	F-5
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013	F-7
Notes to Consolidated Financial Statements	F-8

Financial Statement Schedule
Schedule III ─ Real Estate Assets and Accumulated Depreciation and Amortization	F-37

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

KBS Real Estate Investment Trust II, Inc.

We have audited the accompanying consolidated balance sheets of KBS Real Estate Investment Trust II, Inc. (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule in Item 15(a), Schedule III-Real Estate Assets and Accumulated Depreciation and Amortization. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of KBS Real Estate Investment Trust II, Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Ernst & Young LLP

Irvine, California

March 16, 2016

F-2

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



	December 31,
	2015			2014
Assets
Real estate:
Land	$	206,262		$	207,501
Buildings and improvements	1,009,368			1,074,148
Tenant origination and absorption costs	76,132			109,378
Total real estate held for investment, cost	1,291,762			1,391,027
Less accumulated depreciation and amortization	(113,460		)	(168,041		)
Total real estate held for investment, net	1,178,302			1,222,986
Real estate held for sale, net	—			93,682
Total real estate, net	1,178,302			1,316,668
Real estate loans receivable, net	14,210			72,940
Total real estate and real estate-related investments, net	1,192,512			1,389,608
Cash and cash equivalents	72,687			179,021
Rents and other receivables, net	58,109			41,231
Above-market leases, net	7,596			10,271
Assets related to real estate held for sale	—			4,159
Prepaid expenses and other assets	33,626			30,033
Total assets	$	1,364,530		$	1,654,323
Liabilities and stockholders’ equity
Notes payable:
Notes payable, net	$	546,077		$	723,895
Notes payable related to real estate held for sale, net	—			63,523
Total notes payable, net	546,077			787,418
Accounts payable and accrued liabilities	30,329			23,183
Due to affiliate	49			38
Distributions payable	4,725			6,456
Below-market leases, net	5,570			8,904
Liabilities related to real estate held for sale	—			3,024
Other liabilities	9,850			15,773
Total liabilities	596,600			844,796
Commitments and contingencies (Note 13)
Redeemable common stock	10,000			10,000
Stockholders’ equity:
Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $.01 par value; 1,000,000,000 shares authorized, 189,556,185 and 190,561,603 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively	1,895			1,905
Additional paid-in capital	1,684,206			1,690,010
Cumulative distributions in excess of net income	(928,111		)	(890,751		)
Accumulated other comprehensive loss	(60		)	(1,637		)
Total stockholders’ equity	757,930			799,527
Total liabilities and stockholders’ equity	$	1,364,530		$	1,654,323

See accompanying notes to consolidated financial statements.

F-3

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)



	Years Ended December 31,
	2015		2014			2013
Revenues:
Rental income	$	138,745	$	212,454		$	258,452
Tenant reimbursements	14,749		43,481			61,167
Interest income from real estate loans receivable	4,552		12,742			30,439
Interest income from marketable securities	—		953			—
Other operating income	7,249		9,770			10,576
Total revenues	165,295		279,400			360,634
Expenses:
Operating, maintenance, and management	36,069		58,711			67,978
Real estate taxes and insurance	20,528		36,444			48,605
Asset management fees to affiliate	12,082		18,641			23,524
Real estate acquisition fees to affiliates	—		—			1,797
Real estate acquisition fees and expenses	—		—			623
General and administrative expenses	4,485		5,082			4,982
Depreciation and amortization	56,271		77,988			120,778
Interest expense	22,115		62,944			65,687
Impairment charge on real estate	23,082		15,601			—
Total expenses	174,632		275,411			333,974
Other income:
Other interest income	293		209			46
Loss on sale of marketable securities	—		(331		)	—
Gain on sales of real estate, net	27,421		441,640			—
Gain on payoff or sale of real estate loans receivable	—		—			29,073
Total other income	27,714		441,518			29,119
Net income	$	18,377	$	445,507		$	55,779
Net income per common share	$	0.10	$	2.33		$	0.29
Weighted-average number of common shares outstanding, basic and diluted	190,227,577		191,346,949			192,370,985

See accompanying notes to consolidated financial statements.

F-4

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)



	Years Ended December 31,
	2015		2014			2013
Net income	$	18,377	$	445,507		$	55,779
Other comprehensive income (loss):
Unrealized losses on derivative instruments	—		(2,158		)	(3,591		)
Reclassification adjustment on derivative instruments realized in net income (effective portion)	1,577		7,106			9,551
Reclassification of unrealized losses due to hedge ineffectiveness	—		3,207			—
Reclassification of realized losses related to swap terminations	—		521			856
Unrealized loss on marketable securities	—		(313		)	—
Reclassification of loss on marketable securities to income	—		313			—
Total other comprehensive income	1,577		8,676			6,816
Total comprehensive income	$	19,954	$	454,183		$	62,595

See accompanying notes to consolidated financial statements.

F-5

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(dollars in thousands)



						Additional Paid-in Capital			Cumulative Distributions and Net Income (Loss)			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Common Stock
	Shares		Amounts
Balance, December 31, 2012	190,274,167		$	1,903		$	1,633,994		$	(289,737	)	$	(17,129	)	$	1,329,031
Net income	—		—			—			55,779			—			55,779
Other comprehensive income	—		—			—			—			6,816			6,816
Issuance of common stock	7,214,805		72			70,490			—			—			70,562
Redemptions of common stock	(5,219,003	)	(52		)	(53,116		)	—			—			(53,168		)
Transfers to redeemable common stock	—		—			(4,135		)	—			—			(4,135		)
Distributions declared	—		—			—			(135,384		)	—			(135,384		)
Other offering costs	—		—			(19		)	—			—			(19		)
Balance, December 31, 2013	192,269,969		$	1,923		$	1,647,214		$	(369,342	)	$	(10,313	)	$	1,269,482
Net income	—		—			—			445,507			—			445,507
Other comprehensive income	—		—			—			—			8,676			8,676
Issuance of common stock	2,749,008		28			26,857			—			—			26,885
Redemptions of common stock	(4,457,374	)	(46		)	(44,613		)	—			—			(44,659		)
Transfers from redeemable common stock	—		—			60,552			—			—			60,552
Distributions declared	—		—			—			(966,916		)	—			(966,916		)
Balance, December 31, 2014	190,561,603		$	1,905		$	1,690,010		$	(890,751	)	$	(1,637	)	$	799,527
Net income	—		—			—			18,377			—			18,377
Other comprehensive income	—		—			—			—			1,577			1,577
Redemptions of common stock	(1,005,418	)	(10		)	(5,804		)	—			—			(5,814		)
Distributions declared	—		—			—			(55,737		)	—			(55,737		)
Balance, December 31, 2015	189,556,185		$	1,895		$	1,684,206		$	(928,111	)	$	(60	)	$	757,930

See accompanying notes to consolidated financial statements.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	Years Ended December 31,
	2015			2014			2013
Cash Flows from Operating Activities:
Net income	$	18,377		$	445,507		$	55,779
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	56,271			77,988			120,778
Impairment charge on real estate	23,082			15,601			—
Noncash interest income on real estate-related investments	23			(104		)	(3,589		)
Deferred rent	(6,692		)	(5,818		)	(12,806		)
Bad debt expense	156			287			589
Amortization of above- and below-market leases, net	(680		)	1,258			2,249
Amortization of deferred financing costs	1,975			4,655			3,314
Reclassification of realized losses on derivative instruments	—			521			856
Unrealized losses due to hedge ineffectiveness	—			3,207			—
Unrealized gain on derivative instruments	(2,410		)	(218		)	—
Change in fair value of contingent consideration	—			—			(31		)
Gain on payoff or sale of real estate loans receivable	—			—			(29,073		)
Gain on sale of real estate, net	(27,421		)	(441,640		)	—
Loss on sale of marketable securities	—			331			—
Changes in operating assets and liabilities:
Rents and other receivables	(2,843		)	(676		)	(2,467		)
Prepaid expenses and other assets	(14,477		)	(12,693		)	(10,235		)
Accounts payable and accrued liabilities	(1,403		)	(7,276		)	1,889
Due to affiliate	11			38			(168		)
Other liabilities	(1,833		)	(13,632		)	6,061
Net cash provided by operating activities	42,136			67,336			133,146
Cash Flows from Investing Activities:
Proceeds from sale of real estate	122,923			1,579,401			—
Acquisitions of real estate	—			—			(238,952		)
Improvements to real estate	(23,502		)	(34,749		)	(29,434		)
Investments in marketable securities	—			(529,997		)	—
Proceeds from sale of marketable securities	—			529,666			—
Investments in real estate loans receivable	—			—			(5,490		)
Principal repayments on real estate loans receivable	435			304			1,579
Proceeds from payoff or sale of real estate loans receivable	58,272			111,688			200,591
Net cash provided by (used in) investing activities	158,128			1,656,313			(71,706		)
Cash Flows from Financing Activities:
Proceeds from notes payable	—			—			456,000
Principal payments on notes payable	(243,140		)	(730,742		)	(269,161		)
Payments of deferred financing costs	(176		)	(45		)	(4,048		)
Return of contingent consideration related to acquisition of real estate	—			—			308
Payments to redeem common stock	(5,814		)	(44,659		)	(53,174		)
Payments of other offering costs	—			—			(19		)
Distributions paid to common stockholders	(57,468		)	(944,224		)	(64,694		)
Net cash (used in) provided by financing activities	(306,598		)	(1,719,670		)	65,212
Net (decrease) increase in cash and cash equivalents	(106,334		)	3,979			126,652
Cash and cash equivalents, beginning of period	179,021			175,042			48,390
Cash and cash equivalents, end of period	$	72,687		$	179,021		$	175,042
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	23,076		$	42,096		$	58,445
Supplemental Disclosure of Noncash Investing and Financing Activities:
Increase in distributions payable	$	—		$	—		$	128
Distributions paid to common stockholders through common stock issuances pursuant to the dividend reinvestment plan	$	—		$	26,885		$	70,562
Increase in accrued improvements to real estate	$	6,938		$	—		$	1,666

See accompanying notes to consolidated financial statements.

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Table of Contents

KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015


1.	ORGANIZATION

KBS Real Estate Investment Trust II, Inc. (the “Company”) was formed on July 12, 2007 as a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2008. The Company conducts its business primarily through KBS Limited Partnership II, a Delaware limited partnership formed on August 23, 2007 (the “Operating Partnership”), and its subsidiaries. The Company is the sole general partner of and directly owns a 0.1% partnership interest in the Operating Partnership. The Company’s wholly-owned subsidiary, KBS REIT Holdings II LLC, a Delaware limited liability company formed on August 23, 2007 (“KBS REIT Holdings II”), owns the remaining 99.9% partnership interest in the Operating Partnership and is its sole limited partner.

The Company invested in a diverse portfolio of real estate and real estate-related investments. As of December 31, 2015 , the Company owned 12 real estate properties (consisting of 10 office properties, one office/flex property and an office campus consisting of eight office buildings) and one real estate loan receivable.

Subject to certain restrictions and limitations, the business of the Company is managed by KBS Capital Advisors LLC (the “Advisor”), an affiliate of the Company, pursuant to an advisory agreement the Company renewed with the Advisor on May 21, 2015 (the “Advisory Agreement”). The Advisory Agreement may be renewed for an unlimited number of one-year periods upon the mutual consent of the Advisor and the Company. Either party may terminate the Advisory Agreement upon 60 days’ written notice. The Advisor owns 20,000 shares of the Company’s common stock.

Upon commencing its initial public offering (the “Offering”), the Company retained KBS Capital Markets Group LLC (the “Dealer Manager”), an affiliate of the Advisor, to serve as the dealer manager of the Offering pursuant to a dealer manager agreement, as amended and restated on April 30, 2010 (the “Dealer Manager Agreement”). The Company ceased offering shares of common stock in its primary offering on December 31, 2010 and terminated its primary offering on March 22, 2011. The Company terminated its dividend reinvestment plan effective May 29, 2014.

The Company sold 182,681,633 shares of common stock in its primary offering for gross offering proceeds of $1.8 billion . The Company sold 30,903,504 shares of common stock under its dividend reinvestment plan for gross offering proceeds of $298.2 million . Also as of December 31, 2015 , the Company had redeemed 24,048,952 shares sold in the Offering for $235.4 million .


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company, KBS REIT Holdings II, the Operating Partnership, and their direct and indirect wholly owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of the consolidated financial statements and the accompanying notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

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Table of Contents

KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Reclassifications

Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. During the year ended December 31, 2015 , the Company sold one office property. As a result, certain assets and liabilities were reclassified to held for sale on the consolidated balance sheets for all periods presented. Additionally, as of December 31, 2015 , the Company reclassified two properties that were previously classified as held for sale to held for investment. During the year ended December 31, 2015 , the Company elected to early adopt ASU No. 2015-03 (defined below). As a result, the Company has reclassified debt issuance costs associated with a debt liability from prepaid expenses and other assets to notes payable, net on the consolidated balance sheets for all periods presented.

Revenue Recognition

Real Estate

The Company recognizes minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectibility is reasonably assured and records amounts expected to be received in later years as deferred rent receivable. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that a tenant can take in the form of cash or a credit against its rent) that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:


•	whether the lease stipulates how a tenant improvement allowance may be spent;


•	whether the amount of a tenant improvement allowance is in excess of market rates;


•	whether the tenant or landlord retains legal title to the improvements at the end of the lease term;


•	whether the tenant improvements are unique to the tenant or general-purpose in nature; and


•	whether the tenant improvements are expected to have any residual value at the end of the lease.

The Company makes estimates of the collectibility of its tenant receivables related to base rents, including deferred rent receivable, expense reimbursements and other revenue or income. Management specifically analyzes accounts receivable, deferred rent receivable, historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In addition, with respect to tenants in bankruptcy, management makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectibility of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, the Company will record a bad debt reserve for the tenant’s receivable balance and generally will not recognize subsequent rental revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments.

Real Estate Loans Receivable

Interest income on the Company’s real estate loan receivable is recognized on an accrual basis over the life of the investment using the interest method. Direct loan origination fees and origination or acquisition costs, as well as acquisition premiums or discounts, are amortized over the term of the loan as an adjustment to interest income. The Company will place a loan on nonaccrual status when any portion of principal or interest is 90 days past due, or earlier when concern exists as to the ultimate collection of principal or interest. When a loan is placed on nonaccrual status, the Company will reserve for any unpaid accrued interest and generally will not recognize subsequent interest income until the cash is received, or the loan returns to accrual status. The Company will resume the accrual of interest if it determines the collection of interest, according to the contractual terms of the loan, is probable.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Cash and Cash Equivalents

The Company recognizes interest income on its cash and cash equivalents as it is earned and classifies such amounts as other interest income.

Real Estate

Depreciation and Amortization

Real estate costs related to the acquisition and improvement of properties are capitalized and amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:



Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related leases, including below-market renewal periods

Real Estate Acquisition Valuation

The Company records the acquisition of income-producing real estate or real estate that will be used for the production of income as a business combination. All assets acquired and liabilities assumed in a business combination are measured at their acquisition-date fair values. Acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date.

The Company assesses the acquisition date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.

The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of above-market in-place leases and for the initial term plus any extended term for any leases with below-market renewal options. The Company amortizes any recorded above-market or below-market lease values as a reduction or increase, respectively, to rental income over the remaining non-cancelable terms of the respective lease, including any below-market renewal periods.

The Company estimates the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease up periods, considering current market conditions. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods.

The Company amortizes the value of tenant origination and absorption costs to depreciation and amortization expense over the remaining non-cancelable term of the leases.

Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate assumptions would result in an incorrect valuation of the Company’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Impairment of Real Estate and Related Intangible Assets and Liabilities

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets and liabilities may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets and liabilities may not be recoverable, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of the real estate and related intangible assets and liabilities through its undiscounted future cash flows and its eventual disposition. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of the real estate and related intangible assets and liabilities, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets and liabilities.

Real Estate Held for Sale and Discontinued Operations

The Company generally considers real estate to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related assets are classified as “real estate held for sale” and “assets related to real estate held for sale,” respectively, for all periods presented in the accompanying consolidated financial statements. Notes payable and other liabilities related to real estate held for sale are classified as “notes payable related to real estate held for sale” and “liabilities related to real estate held for sale,” respectively, for all periods presented in the accompanying consolidated financial statements. Real estate classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Additionally, with respect to properties that were classified as held for sale in financial statements prior to January 1, 2014, the Company records the operating results as discontinued operations for all periods presented if the operations have been or are expected to be eliminated and the Company will not have any significant continuing involvement in the operations of the property following the sale. Operating results of properties that were disposed of or classified as held for sale in the ordinary course of business during the years ended December 31, 2015 and 2014 that had not been classified as held for sale in financial statements prior to January 1, 2014 are included in continuing operations on the Company’s consolidated statements of operations.

Change in a Plan to Sell

When real estate is initially considered “held for sale” it is measured at the lower of its depreciated book value or estimated fair value less estimated costs to sell. Changes in the market may compel the Company to decide to reclassify a property that was designated as held for sale to held for investment. A property that is reclassified from held for sale to held for investment is measured and recorded at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used, or (ii) its fair value at the date of the subsequent decision not to sell. Any adjustment to the carrying amount of the property as a result of the reclassification is included in income from continuing operations as an impairment charge on real estate held for investment.

Real Estate Loans Receivable

The Company’s real estate loans receivable are recorded at amortized cost, net of loan loss reserves (if any), and evaluated for impairment at each balance sheet date. The amortized cost of a real estate loan receivable is the outstanding unpaid principal balance, net of unamortized acquisition premiums or discounts and unamortized costs and fees directly associated with the origination or acquisition of the loan.

As of December 31, 2015 , there was no loan loss reserve and the Company did not record any impairment losses related to the real estate loans receivable during the years ended December 31, 2015 , 2014 and 2013 . However, in the future, the Company may experience losses from its investments in loans receivable requiring the Company to record loan loss reserves. Realized losses on individual loans could be material and significantly exceed any recorded reserves.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The reserve for loan losses is a valuation allowance that reflects management’s estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is adjusted through “Provision for loan losses” on the Company’s consolidated statements of operations and is decreased by charge-offs to specific loans when losses are confirmed. The Company considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. The Company also considers a loan to be impaired if it grants the borrower a concession through a modification of the loan terms or if it expects to receive assets (including equity interests in the borrower) with fair values that are less than the carrying value of the loan in satisfaction of the loan. A reserve is established when the present value of payments expected to be received, observable market prices, the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) or amounts expected to be received in satisfaction of a loan are lower than the carrying value of that loan.

Failure to recognize impairments would result in the overstatement of earnings and the carrying value of the Company’s real estate loans held for investment. Actual losses, if any, could differ significantly from estimated amounts.

Marketable Securities

The Company classifies its investments in marketable securities as available-for-sale, since the Company may sell them prior to their maturity but does not hold them principally for the purpose of making frequent investments and sales with the objective of generating profits on short-term differences in price. These investments are carried at estimated fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss). Estimated fair values are generally based on quoted market prices, when available, or on estimates provided by independent pricing sources or dealers who make markets in such securities. In certain circumstances, such as when the market for the securities becomes inactive, the Company may determine it is appropriate to perform an internal valuation of the securities. Upon the sale of a security, the previously recognized unrealized gain (loss) is reversed out of accumulated other comprehensive income (loss) and the actual realized gain (loss) is recognized in earnings.

On a quarterly basis, the Company evaluates its marketable securities for other-than-temporary impairment. The Company reviews the projected future cash flows from these securities for changes in assumptions due to prepayments, credit loss experience and other factors. If, based on the Company’s quarterly estimate of cash flows, there has been an adverse change in the estimated cash flows from the cash flows previously estimated, the present value of the revised cash flows is less than the present value previously estimated, and the fair value of the securities is less than their amortized cost basis, an other-than-temporary impairment is deemed to have occurred.

The Company recognizes interest income on marketable securities that are beneficial interests in securitized financial assets and are rated “AA” and above on an accrual basis according to the contractual terms of the securities. Discounts or premiums are amortized to interest income over the life of the investment using the interest method.

The Company recognizes interest income on marketable securities that are beneficial interests in securitized financial assets that are rated below “AA” using the effective yield method, which requires the Company to periodically project estimated cash flows related to these securities and recognize interest income at an interest rate equivalent to the estimated yield on the security, as calculated using the security’s estimated cash flows and amortized cost basis, or reference amount. Changes in the estimated cash flows are recognized through an adjustment to the yield on the security on a prospective basis. Projecting cash flows for these types of securities requires significant judgment, which may have a significant impact on the timing of revenue recognized on these investments.

The Company is required to distinguish between other-than-temporary impairments related to credit and other-than-temporary impairments related to other factors (e.g., market fluctuations) on its debt securities that it does not intend to sell and where it is not likely that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis. The Company calculates the credit component of the other-than-temporary impairment as the difference between the amortized cost basis of the security and the present value of its estimated cash flows discounted at the yield used to recognize interest income. The credit component will be charged to earnings and the component related to other factors is recorded to other comprehensive income (loss).

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Table of Contents

KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Cash and Cash Equivalents

The Company considers all short-term (with an original maturity of three months or less), highly-liquid investments utilized as part of the Company’s cash-management activities to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value.

The Company’s cash and cash equivalents balance exceeds federally insurable limits as of December 31, 2015 . The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.

Rents and Other Receivables

The Company periodically evaluates the collectibility of amounts due from tenants and maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. In addition, the Company maintains an allowance for deferred rent receivable that arises from the straight-lining of rents. The Company exercises judgment in establishing these allowances and considers payment history and current credit status of its tenants in developing these estimates.

Derivative Instruments

The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates on its variable rate notes payable. The Company records these derivative instruments at fair value on the accompanying consolidated balance sheets. Derivative instruments designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions are considered cash flow hedges. The change in fair value of the effective portion of a derivative instrument that is designated as a cash flow hedge is recorded as other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income (loss) and consolidated statements of stockholders’ equity. The changes in fair value for derivative instruments that are not designated as a hedge or that do not meet the hedge accounting criteria are recorded as gain or loss on derivative instruments in the accompanying consolidated statements of operations.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivative instruments that are part of a hedging relationship to specific forecasted transactions or recognized obligations on the consolidated balance sheets. The Company also assesses and documents, both at the hedging instrument’s inception and on a quarterly basis thereafter, whether the derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flows associated with the respective hedged items. When the Company determines that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues hedge accounting prospectively and reclassifies amounts recorded in accumulated other comprehensive income (loss) to earnings.

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Table of Contents

KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Deferred Financing Costs

Deferred financing costs represent commitment fees, loan fees, legal fees and other third-party costs associated with obtaining financing and are presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability. These costs are amortized over the terms of the respective financing agreements using the interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity unless specific rules are met that would allow for the carryover of such costs to the refinanced debt. Deferred financing costs incurred before an associated debt liability is recognized are included in prepaid and other assets on the balance sheet. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined that the financing will not close.

Fair Value Measurements

Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:


•	Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;


•	Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and


•	Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

When available, the Company utilizes quoted market prices from independent third-party sources to determine fair value and classifies such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company uses several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establishes a fair value by assigning weights to the various valuation sources. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The Company considers the following factors to be indicators of an inactive market: (i) there are few recent transactions, (ii) price quotations are not based on current information, (iii) price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability, (v) there is a significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with the Company’s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi) there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities, and (viii) little information is released publicly (for example, a principal-to-principal market).

The Company considers the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.

Dividend Reinvestment Plan

The Company had a dividend reinvestment plan (the “DRP”) through which its stockholders were able to have their dividends and other distributions reinvested in additional shares of the Company’s common stock. In accordance with the DRP, at such time as the Company announced an updated estimated value per share, participants in the DRP were able to acquire shares of common stock under the plan at a price equal to 95% of the updated estimated value per share of the Company’s common stock. On December 18, 2013, the Company’s board of directors approved an estimated value per share of the Company’s common stock of $10.29 (unaudited) based on the estimated value of the Company’s assets less the estimated value of the Company’s liabilities, divided by the number of shares outstanding, as of September 30, 2013, with the exception of the Company’s real estate properties, which were appraised as of November 30, 2013. Commencing with the January 2, 2014 purchase date, the purchase price per share under the DRP was $9.78 . On May 15, 2014, the Company’s board of directors approved the termination of the DRP, which termination was effective May 29, 2014.

Redeemable Common Stock

The Company has a share redemption program pursuant to which stockholders may sell their shares to the Company only in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined in the share redemption program and, together with redemptions sought in connection with a stockholder’s death, “special redemptions”). Such redemptions are subject to an annual dollar limitation and are further subject to the other limitations described in the share redemption program document, including:

•

During each calendar year, special redemptions are limited to an annual dollar amount determined by the board of directors, which may be reviewed during the year and increased or decreased upon ten business days’ notice to the Company’s stockholders. The dollar limitation for calendar year 2015 was $10.0 million . On December 8, 2015, the Company’s board of directors approved the dollar amount limitation for special redemptions for calendar year 2016 of $10.0 million in the aggregate, as may be reviewed and adjusted from time to time by the board of directors.


•	During any calendar year, the Company may redeem no more than 5% of the weighted-average number of shares outstanding during the prior calendar year.


•	The Company has no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland General Corporation Law, as amended from time to time, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

If the Company cannot repurchase all shares presented for redemption in any month because of the limitations on redemptions set forth in the Company’s share redemption program, then it will honor redemption requests on a pro rata basis, except that if a pro rata redemption would result in a stockholder owning less than the minimum purchase requirement described in the Company’s currently effective, or its most recently effective, registration statement as such registration statement has been amended or supplemented, then the Company would redeem all of such stockholder’s shares.

Pursuant to the share redemption program, redemptions made in connection with special redemptions are made at a price per share equal to the most recent estimated value per share of the Company’s common stock as of the applicable redemption date. The Company does not currently expect to have funds available for ordinary redemptions in the future.

On December 4, 2014, the Company’s board of directors approved an estimated value per share of the Company’s common stock of $5.86 (unaudited) based on the estimated value of the Company’s assets less the estimated value of the Company’s liabilities, divided by the number of shares outstanding, all as of September 30, 2014. The change in the redemption price became effective for the December 2014 redemption date, which was December 31, 2014.

On December 8, 2015, the Company’s board of directors approved an estimated value per share of the Company’s common stock of $5.62 (unaudited) based on the estimated value of the Company’s assets less the estimated value of the Company’s liabilities, divided by the number of shares outstanding, all as of September 30, 2015. The change in the redemption price became effective for the December 2015 redemption date, which was December 31, 2015, and will be effective until the estimated value per share is updated.

The estimated value per share was based upon the recommendation and valuation prepared by the Advisor and was performed in accordance with the provisions of and also to comply with Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association (“IPA”) in April 2013 (the “IPA Valuation Guidelines”). As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties using different assumptions and estimates could derive a different estimated value per share of the Company’s common stock and this difference could be significant. The estimated value per share is not audited and does not represent the fair value of the Company’s assets less the fair value of the Company’s liabilities according to GAAP, nor does it represent a liquidation value of the Company’s assets and liabilities or the price at which the Company’s shares of common stock would trade on a national securities exchange. The estimated value per share does not reflect a discount for the fact that the Company is externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The estimated value per share also does not take into account estimated disposition costs and fees for real estate properties that are not under contract to sell, debt prepayment penalties or swap breakage fees that could apply upon the prepayment of certain of the Company’s debt obligations or termination of related swap agreements prior to expiration or the impact of restrictions on the assumption of debt.

The value of the Company’s shares will fluctuate over time in response to developments related to individual assets in the portfolio and the management of those assets and in response to fluctuations in the real estate and finance markets. The Company currently expects to utilize the Advisor and/or an independent valuation firm to update the estimated value per share no later than December 2016.

The Company’s board of directors may amend, suspend or terminate the share redemption program with 30 days’ notice to its stockholders, provided that the Company may increase or decrease the funding available for the redemption of shares under the program upon ten business days’ notice to stockholders. The Company may provide this notice by (a) including such information in a Current Report on Form 8-K or in the Company’s annual or quarterly reports, all publicly filed with the SEC or (b) a separate mailing to its stockholders.

The Company records amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheets because the shares are mandatorily redeemable at the option of the holder and therefore their redemption is outside the control of the Company. Pursuant to the share redemption program, effective for redemptions on or after June 18, 2014, the maximum amount redeemable under the Company’s share redemption program is limited to an annual dollar amount determined by Company’s board of directors, as described above. However, because the amounts that can be redeemed in future periods are determinable and only contingent on an event that is likely to occur (e.g., the passage of time), the Company presents the amounts available for future redemptions in future periods as redeemable common stock in the accompanying consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The Company classifies financial instruments that represent a mandatory obligation of the Company to redeem shares as liabilities. The Company’s redeemable common shares are contingently redeemable at the option of the holder. When the Company determines it has a mandatory obligation to redeem shares under the share redemption program, it will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

For the year ended December 31, 2015 , the Company redeemed 1,005,418 shares sold in the Offering for $5.8 million , which represented all redemption requests received in good order and eligible for redemption as special redemptions under the share redemption program through the December 2015 redemption date.

Related Party Transactions

The Company has entered into the Advisory Agreement with the Advisor. This agreement entitles the Advisor to specified fees upon the provision of certain services with regard to the management of the Company’s investments, among other services, and the disposition of investments, as well as reimbursement of certain costs incurred by the Advisor in providing services to the Company. In addition, the Advisor is entitled to certain other fees, including an incentive fee upon achieving certain performance goals, as detailed in the Advisory Agreement. The Company has entered into a fee reimbursement agreement (the “AIP Reimbursement Agreement”) with the Dealer Manager pursuant to which the Company agreed to reimburse the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the DTCC Alternative Investment Product Platform (“AIP Platform”) with respect to certain accounts of the Company’s investors serviced through the platform. The Advisor and Dealer Manager also serve as the advisor and dealer manager, respectively, for KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Strategic Opportunity REIT II, Inc. and KBS Growth & Income REIT, Inc.

The Company records all related party fees as incurred, subject to any limitations described in the Advisory Agreement.

Acquisition and Origination Fees

The Company paid the Advisor an acquisition fee equal to 0.75% of the cost of investments acquired, including acquisition expenses and any debt attributable to such investments. With respect to investments in and originations of loans, the Company paid an origination fee equal to 1% of the amount funded by the Company to acquire or originate mortgage, mezzanine, bridge or other loans, including any expenses related to such investments and any debt the Company used to fund the acquisition or origination of these loans. The Company did not pay an acquisition fee with respect to investments in loans.

Operating Expenses

Under the Advisory Agreement, the Advisor has the right to seek reimbursement from the Company for all costs and expenses it incurs in connection with the provision of services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, accounting software and cybersecurity costs. Commencing July 1, 2010, the Company has reimbursed the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. In the future, the Advisor may seek reimbursement for additional employee costs. The Company will not reimburse the Advisor for employee costs in connection with services for which the Advisor earns acquisition, origination or disposition fees (other than reimbursement of travel and communication expenses) or for the salaries and benefits the Advisor or its affiliates may pay to the Company’s executive officers.

Asset Management Fee

With respect to investments in real estate, the Company pays the Advisor a monthly asset management fee equal to one-twelfth of 0.75% of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property. This amount includes any portion of the investment that was debt financed and is inclusive of acquisition fees and expenses related thereto. In the case of investments made through joint ventures, the asset management fee will be determined based on the Company’s proportionate share of the underlying investment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

With respect to investments in loans and any investments other than real estate, the Company pays the Advisor a monthly fee calculated, each month, as one-twelfth of 0.75% of the lesser of (i) the amount paid or allocated to acquire or fund the loan or other investment (which amount includes any portion of the investment that was debt financed and is inclusive of acquisition or origination fees and expenses related thereto) and (ii) the outstanding principal amount of such loan or other investment, plus the acquisition or origination fees and expenses related to the acquisition or funding of such investment, as of the time of calculation.

With respect to an investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances, such investment may either be excluded from the calculation of the asset management fee described above or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and this change in the fee will be applicable to an investment upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a person other than the Company, its direct or indirect wholly owned subsidiary or a joint venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment. As of December 31, 2015 , the Company has not determined to calculate the asset management fee at an adjusted value for any investments or to exclude any investments from the calculation of the asset management fee.

Disposition Fee

For substantial assistance in connection with the sale of properties or other investments, the Company pays the Advisor or its affiliates 1.0% of the contract sales price of each property or other investment sold; provided, however, in no event may the disposition fees paid to Advisor, its affiliates and unaffiliated third parties exceed 6.0% of the contract sales price.

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. To continue to qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that it distributes as dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially and adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company believes that it is organized and operates in such a manner as to qualify for treatment as a REIT.

The Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Neither the Company nor its subsidiaries have been assessed interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for the tax years ended December 31, 2015 , 2014 and 2013 . As of December 31, 2015 , returns for the calendar years 2011 through 2014 remain subject to examination by major tax jurisdictions.

Per Share Data

Basic net income (loss) per share of common stock is calculated by dividing net income (loss) by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net income (loss) per share of common stock equals basic net income (loss) per share of common stock as there were no potentially dilutive securities outstanding during the years ended December 31, 2015 , 2014 and 2013 , respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Distributions declared per common share were $5.066 in the aggregate for the year ended December 31, 2014. Distributions declared per common share were based on daily record dates for each day during the period commencing January 1, 2014 through August 31, 2014. Distributions declared per common share assumes each share was issued and outstanding each day during this period. For each day that was a record date for distributions during this period, distributions were calculated at a rate of $0.00178082 per share per day. For the period from September 2014 through December 2014, the Company’s board of directors declared monthly distributions based on a monthly record date for the months of September 2014 through December 2014. Additionally, the Company’s board of directors declared special distributions in the amounts of $3.75 , $0.30 and $0.45 per share on the outstanding shares of the Company’s common stock on July 8, 2014, August 5, 2014 and August 29, 2014, respectively, for an aggregate amount of $4.50 per share of common stock, all to stockholders of record as of the close of business on September 15, 2014.

Distributions declared per common share were $0.704 for the year ended December 31, 2013. Distributions declared per common share assumes each share was issued and outstanding each day during the year ended December 31, 2013. For each day that was record date for distributions during the year ended December 31, 2013, distributions were based on a daily record dates and calculated at a rate of $0.00178082 per share per day. Each day during the period from January 1, 2013 through December 31, 2013 was a record date for distributions. Additionally, the Company’s board of directors declared a distribution in the amount of $0.05416667 per share of common stock to stockholders of record as of the close of business on February 4, 2013.

Segments

The Company’s segments are based on the Company’s method of internal reporting, which classifies its operations by investment type: real estate and real estate-related. For financial data by segment, see Note 11, “Segment Information.”

Square Footage, Occupancy and Other Measures

Square footage, occupancy and other measures used to describe real estate and real estate-related investments included in these Notes to Consolidated Financial Statements are presented on an unaudited basis.

Recently Issued Accounting Standards Update

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU No. 2014-09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. ASU No. 2014-09 does not apply to lease contracts within the scope of Leases (Topic 840). ASU No. 2014-09 was to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU No. 2015-14”), which defers the effective date of ASU No. 2014-09 by one year. Early adoption is permitted but not before the original effective date. The Company is still evaluating the impact of adopting ASU No. 2014-09 on its financial statements, but does not expect the adoption of ASU No. 2014-09 to have a material impact on its financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements (Subtopic 205-40) , Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU No. 2014-15”). The amendments in ASU No. 2014-15 require management to evaluate, for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or are available to be issued when applicable) and, if so, provide related disclosures. ASU No. 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect the adoption of ASU No. 2014-15 to have a significant impact on its financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU No. 2015-01”). The amendments in ASU No. 2015-01 eliminate from GAAP the concept of extraordinary items. Although the amendments will eliminate the requirements in Subtopic 225-20 for reporting entities to consider whether an underlying event or transaction is extraordinary, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU No. 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect the adoption of ASU No. 2015-01 to have a significant impact on its financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs (“ASU No. 2015-03”). The amendments in ASU No. 2015-03 require debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. ASU No. 2015-03 is limited to the presentation of debt issuance costs and does not affect the recognition and measurement of debt issuance costs. Given the absence of authoritative guidance within ASU No. 2015-03 for debt issuance costs related to line-of-credit arrangements, in August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU No. 2015-15”), which clarifies ASU No. 2015-03 by stating that the staff of the SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and is to be applied retrospectively. Early adoption is permitted for financial statements that have not been previously issued. The Company elected to early adopt ASU No. 2015-03 for the reporting period ending December 31, 2015. As a result of adoption of ASU No. 2015-03, the Company reclassified debt issuance costs associated with a debt liability from prepaid expenses and other assets to notes payable, net on the accompanying consolidated balance sheets. All periods presented have been retroactively adjusted.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments (“ASU No. 2015-16”). The amendments in ASU No. 2015-16 require that in a business combination, an acquirer recognizes adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU No. 2015-16 is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years and is to be applied prospectively. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect the adoption of ASU No. 2015-16 to have a significant impact on its financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU No. 2016-01”). The amendments in ASU No. 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU No. 2016-01 primarily affects accounting for equity investments and financial liabilities where the fair value option has been elected. ASU No. 2016-01 also requires entities to present financial assets and financial liabilities separately, grouped by measurement category and form of financial asset in the balance sheet or in the accompanying notes to the financial statements. ASU No. 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted for financial statements that have not been previously issued. The Company does not expect the adoption of ASU No. 2016-01 to have a significant impact on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). The amendments in ASU No. 2016-02 changes the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU No. 2016-02 as of its issuance is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting the new leases standard on its consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015


3.	REAL ESTATE

As of December 31, 2015 , the Company’s portfolio of real estate was composed of ten office properties, one office/flex property and an office campus consisting of eight office buildings, encompassing in the aggregate approximately 5.2 million rentable square feet. As of December 31, 2015 , the Company’s real estate portfolio was 87% occupied. The following table summarizes the Company’s real estate portfolio as of December 31, 2015 (in thousands):



Property	Date Acquired	City	State	Property Type	Total Real Estate at Cost ⁽¹⁾		Accumulated Depreciation and Amortization ⁽¹⁾			Total Real Estate, Net ⁽¹⁾
100 & 200 Campus Drive Buildings	09/09/2008	Florham Park	NJ	Office	$	135,926	$	(1,634	)	$	134,292
300-600 Campus Drive Buildings	10/10/2008	Florham Park	NJ	Office	153,139		(4,884		)	148,255
350 E. Plumeria Building	12/18/2008	San Jose	CA	Office/Flex	36,668		(7,927		)	28,741
Willow Oaks Corporate Center	08/26/2009	Fairfax	VA	Office	97,724		(13,639		)	84,085
Pierre Laclede Center	02/04/2010	Clayton	MO	Office	73,229		(3,409		)	69,820
Horizon Tech Center	06/17/2010	San Diego	CA	Office	28,377		(735		)	27,642
Union Bank Plaza	09/15/2010	Los Angeles	CA	Office	186,430		(6,784		)	179,646
Emerald View at Vista Center	12/09/2010	West Palm Beach	FL	Office	31,301		(5,485		)	25,816
Granite Tower	12/16/2010	Denver	CO	Office	155,175		(31,651		)	123,524
Gateway Corporate Center	01/26/2011	Sacramento	CA	Office	45,114		(9,130		)	35,984
Fountainhead Plaza	09/13/2011	Tempe	AZ	Office	119,384		(6,840		)	112,544
Corporate Technology Centre	03/28/2013	San Jose	CA	Office	229,295		(21,342		)	207,953
					$	1,291,762	$	(113,460	)	$	1,178,302

_____________________

⁽¹⁾ Amounts presented are net of impairment charges.

As of December 31, 2015 , the following properties represented more than 10% of the Company’s total assets:



Property	Location	Rentable Square Feet	Total Real Estate, Net (in thousands)		Percentage of Total Assets		Annualized Base Rent (in thousands) ⁽¹⁾		Average Annualized Base Rent per sq. ft.		Occupancy
Corporate Technology Centre	San Jose, CA	610,083	$	207,953	15.2	%	$	18,537	$	30.38	100	%
Union Bank Plaza	Los Angeles, CA	627,334	179,646		13.2	%	22,677		39.48		92	%
300-600 Campus Drive Buildings	Florham Park, NJ	578,366	148,255		10.9	%	17,196		30.51		97	%

_____________________

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Operating Leases

The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of December 31, 2015 , the leases had remaining terms, excluding options to extend, of up to 15.8 years with a weighted-average remaining term of 5.4 years. Some of the leases have provisions to extend the term of the leases, options for early termination for all or part of the leased premises after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from the tenant in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective lease and the creditworthiness of the tenant, but generally is not a significant amount. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $2.4 million and $2.5 million as of December 31, 2015 and 2014 , respectively.

During the years ended December 31, 2015 , 2014 and 2013 , the Company recognized deferred rent from tenants, net of lease incentive amortization, of $6.7 million , $5.8 million and $12.8 million , respectively. As of December 31, 2015 and 2014 , the cumulative deferred rent balance was $54.6 million and $39.4 million , respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $11.9 million and $4.0 million of unamortized lease incentives as of December 31, 2015 and 2014 , respectively.

As of December 31, 2015 , the future minimum rental income from the Company’s properties under non-cancelable operating leases was as follows (in thousands):



2016	$	127,820
2017	123,438
2018	117,116
2019	103,029
2020	97,895
Thereafter	354,275
	$	923,573

As of December 31, 2015 , the Company had over 250 tenants over a diverse range of industries and geographic areas. The Company’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows:



Industry	Number of Tenants	Annualized Base Rent ⁽¹⁾ (in thousands)		Percentage of Annualized Base Rent
Finance	31	$	30,185	22.2	%
Computer System Design & Programming	9	22,250		16.4	%
Legal Services	37	14,195		10.5	%
Mining, Oil & Gas Extraction	4	13,985		10.3	%
		$	80,615	59.4	%

_____________________

No other tenant industries accounted for more than 10% of annualized base rent. The Company had not identified any material tenant credit issues as of December 31, 2015 . During the years ended December 31, 2015 , 2014 and 2013 , the Company recorded bad debt expense of $0.2 million , $0.3 million and $0.6 million , respectively. As of December 31, 2015 , the Company had a bad debt expense reserve of approximately $0.3 million , which represented less than 1% of its annualized base rent.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

As of December 31, 2015 , the Company had a concentration of credit risk related to the following tenant lease that represented more than 10% of the Company’s annualized base rent:

Annualized Base Rent Statistics

Tenant

Property

Tenant Industry

Square

Feet

% of Portfolio (Net Rentable Sq. Ft.)

Annualized

Base Rent

(in thousands) ⁽¹⁾

% of Portfolio Annualized Base Rent

Annualized Base Rent per Sq. Ft.

Lease Expiration ⁽²⁾⁽³⁾

Union Bank

Union Bank Plaza

Finance

408,260

9.0%

16,742

12.3%

41.01

9/30/2016 /
1/31/2022

_____________________

⁽²⁾ Represents the expiration date of the lease as of December 31, 2015 and does not take into account any tenant renewal or termination options.

⁽³⁾ Of the 408,260 rentable square feet occupied by the tenant, a total of 33,602 rentable square feet will expire on September 30, 2016.

No other tenant accounted for more than 10% of annualized base rent.

Geographic Concentration Risk

As of December 31, 2015 , the Company’s net investments in real estate in California and New Jersey represented 35.2% and 20.7% of the Company’s total assets, respectively. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the California and New Jersey real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results and its ability to make distributions to stockholders.

Impairment of Real Estate

During the year ended December 31, 2015 , the Company recorded impairment charges of $23.1 million , including an impairment charge of $18.6 million to write-down the carrying value of the 100 & 200 Campus Drive Buildings, an office property located in Florham Park, New Jersey, to its estimated fair value as a result of changes in cash flow estimates. The decrease in cash flow projections was primarily due to (i) the lack of demand in the Florham Park office rental market resulting in slower rent growth and longer lease up periods and (ii) an increase in projected vacancy related to a tenant occupying 199,024 rentable square feet, or approximately 34% of the 100 & 200 Campus Drive Buildings. This tenant’s lease expires in November 2016. The Company no longer expects the tenant to renew its lease. As a result, the Company revised its cash flow projections for longer lease up periods and additional tenant improvement costs and leasing concessions required to attract new tenants.

In addition, during the year ended December 31, 2015 , the Company recorded impairment charges of $4.5 million with respect to two real estate properties that were reclassified from held for sale to held for investment. The impairment charge was recorded to adjust the carrying values of the properties for any depreciation and amortization expense that would have been recognized if the properties had always been classified as held for investment, which otherwise would have been recorded through depreciation and amortization expense.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

During the year ended December 31, 2014 , the Company recorded impairment charges of $15.6 million , including $10.6 million of impairments with respect to a real estate property held for investment and $3.9 million of impairments with respect to two real estate properties that were reclassified from held for sale to held for investment. The Company recognized an impairment charge during the year ended December 31, 2014 to reduce the carrying value of the Company’s investment in the 300-600 Campus Drive Buildings to its estimated fair value. The impairment was caused by the Company revising its cash flow projections and the estimated hold period of the investment due to longer than estimated lease-up periods and lower projected rental rates. The impairment charge with respect to two real estate properties that were reclassified from held for sale to held for investment was recorded to adjust the carrying values of the properties for any depreciation and amortization expense that would have been recognized if the properties had always been classified as held for investment, which otherwise would have been recorded through depreciation and amortization expense and rental income (related to the amortization of above-market lease assets and below-market lease liabilities). See Note 6, “Real Estate Sales,” for information regarding the $1.1 million of impairments of real estate assets sold in 2014.


4.	TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES

As of December 31, 2015 and 2014 , the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities (excluding fully amortized assets and liabilities and accumulated amortization) were as follows (in thousands):



	Tenant Origination and Absorption Costs						Above-Market Lease Assets						Below-Market Lease Liabilities
	2015			2014			2015			2014			2015			2014
Cost	$	76,132		$	109,378		$	15,375		$	17,281		$	(20,436	)	$	(24,917	)
Accumulated amortization	(31,020		)	(49,302		)	(7,779		)	(7,010		)	14,866			16,013
Net amount	$	45,112		$	60,076		$	7,596		$	10,271		$	(5,570	)	$	(8,904	)

Increases (decreases) in net income as a result of amortization of the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities for the years ended December 31, 2015 and 2014 were as follows (in thousands):



	Tenant Origination and Absorption Costs									Above-Market Lease Assets									Below-Market Lease Liabilities
	For the Years Ended December 31,									For the Years Ended December 31,									For the Years Ended December 31,
	2015			2014			2013			2015			2014			2013			2015		2014		2013
Amortization	$	(13,808	)	$	(24,236	)	$	(41,151	)	$	(2,722	)	$	(7,953	)	$	(9,673	)	$	3,402	$	6,695	$	7,424

The remaining unamortized balance for these outstanding intangible assets and liabilities as of December 31, 2015 will be amortized for the years ending December 31 as follows (in thousands):



	Tenant Origination and Absorption Costs			Above-Market Lease Assets			Below-Market Lease Liabilities
2016	$	(11,498	)	$	(2,510	)	$	2,629
2017	(10,067		)	(2,457		)	1,587
2018	(6,955		)	(1,978		)	955
2019	(4,437		)	(154		)	178
2020	(4,214		)	(154		)	110
Thereafter	(7,941		)	(343		)	111
	$	(45,112	)	$	(7,596	)	$	5,570
Weighted-Average Remaining Amortization Period	5.3 years			3.4 years			2.7 years

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015


5.	REAL ESTATE LOANS RECEIVABLE

As of December 31, 2015 and 2014 , the Company, through indirect wholly owned subsidiaries, had invested in or originated real estate loans receivable as follows (dollars in thousands):



Loan Name Location of Related Property or Collateral	Date Acquired/ Originated	Property Type	Loan Type	Outstanding Principal Balance as of December 31, 2015 ⁽¹⁾		Book Value as of December 31, 2015 ⁽²⁾		Book Value as of December 31, 2014 ⁽²⁾		Contractual Interest Rate ⁽³⁾	Annualized Effective Interest Rate ⁽³⁾	Maturity Date
Sheraton Charlotte Airport Hotel First Mortgage
Charlotte, North Carolina	07/11/2011	Hotel	Mortgage	$	14,201	$	14,210	$	14,353	7.5%	7.6%	08/01/2018
Summit I & II First Mortgage ⁽⁴⁾
Reston, Virginia	01/17/2012	Office	Mortgage	—		—		58,587		⁽⁴⁾	⁽⁴⁾	⁽⁴⁾
				$	14,201	$	14,210	$	72,940

_____________________

⁽¹⁾ Outstanding principal balance as of December 31, 2015 represents original principal balance outstanding under the loan, increased for any subsequent fundings and reduced for any principal paydowns.

⁽²⁾ Book value represents outstanding principal balance, adjusted for unamortized acquisition discounts, origination fees and direct origination and acquisition costs.

⁽³⁾ Contractual interest rate is the stated interest rate on the face of the loan. Annualized effective interest rate is calculated as the actual interest income recognized in 2015, using the interest method, annualized and divided by the average amortized cost basis of the investment during 2015. The contractual interest rate and annualized effective interest rate presented are as of December 31, 2015 .

⁽⁴⁾ On August 4, 2015, the borrower under the Summit I & II First Mortgage paid off the entire principal balance outstanding of $58.3 million plus a yield maintenance premium of $0.9 million and accrued interest of $0.4 million . The Summit I & II First Mortgage had an original maturity date of February 1, 2017. The Summit I & II First Mortgage bore interest at a fixed rate of 7.5% .

The following summarizes the activity related to real estate loans receivable for the year ended December 31, 2015 (in thousands):



Real estate loans receivable - December 31, 2014	$	72,940
Principal repayments received on real estate loans receivable	(435		)
Payoff of real estate loan receivable	(58,272		)
Amortization of closing costs and origination fees on real estate loans receivable	(23		)
Real estate loans receivable - December 31, 2015	$	14,210

For the years ended December 31, 2015 , 2014 and 2013 , interest income from real estate loans receivable consisted of the following (in thousands):



	For the Years Ended December 31,
	2015			2014		2013
Contractual interest income	$	3,701		$	7,721	$	26,850
Prepayment fee received on real estate loan receivable	874			4,917		—
Accretion of purchase discounts	—			—		4,075
Amortization of closing costs and origination fees	(23		)	104		(486		)
Interest income from real estate loans receivable	$	4,552		$	12,742	$	30,439

As of December 31, 2015 and 2014 , interest receivable from real estate loans receivable was $0 and $0.5 million , respectively, and was included in rents and other receivables.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015


6.	REAL ESTATE SALES

In accordance with ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU No. 2014-08”), results of operations from properties that are classified as held for sale in the ordinary course of business on or subsequent to January 1, 2014 would generally be included in continuing operations on the Company’s consolidated statements of operations. Results of operations from properties that were classified as held for sale in financial statements issued prior to January 1, 2014 will remain in discontinued operations on the Company’s consolidated statements of operations. Prior to the adoption of ASU No. 2014-08, the results of operations of properties held for sale or to be disposed of and the aggregate net gains recognized upon their disposition were presented as discontinued operations in the accompanying consolidated statements of operations for all periods presented.

During the year ended December 31, 2015 , the Company disposed of one office property. During the year ended December 31, 2014 , the Company disposed of nine office properties, one industrial property, a portfolio of four industrial properties and a leasehold interest in one industrial property. The results of operations for the properties sold during the year s ended December 31, 2015 and 2014 are included in continuing operations on the Company’s consolidated statements of operations. The following table summarizes certain revenue and expenses related to the Company’s real estate properties that were sold during the years ended December 31, 2015 and 2014 , which were included in continuing operations (in thousands):



	Years Ended December 31,
	2015			2014		2013
Revenues
Rental income	$	2,041		$	75,220	$	122,411
Tenant reimbursements	(175		)	26,746		45,337
Other operating income	125			2,844		3,851
Total revenues	1,991			104,810		171,599
Expenses
Operating, maintenance, and management	502			23,414		34,992
Real estate taxes and insurance	218			17,406		29,113
Asset management fees to affiliate	108			6,496		10,653
General and administrative expenses	8			87		15
Depreciation and amortization	—			21,663		57,800
Interest expense	411			33,902		30,043
Impairment charge on real estate	—			1,075		—
Total expenses	$	1,247		$	104,043	$	162,616

During the year ended December 31, 2014 , the Company recorded an impairment charge of $1.1 million related to a real estate property that was sold. The impairment charge represents the difference between the carrying value of the real estate and the fair value of the real estate (based on a purchase and sale agreement which the Company had entered into) less costs to sell.

The following summary presents the major components of assets and liabilities related to real estate held for sale as of December 31, 2014 (in thousands). No real estate properties were held for sale as of December 31, 2015 :



	December 31, 2014
Assets related to real estate held for sale
Total real estate, at cost and net of impairment charge	$	116,264
Accumulated depreciation and amortization	(22,582		)
Real estate held for sale, net	93,682
Other assets	4,159
Total assets related to real estate held for sale	$	97,841
Liabilities related to real estate held for sale
Total notes payable, net	63,523
Other liabilities	3,024
Total liabilities related to real estate held for sale	$	66,547

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015


7.	NOTES PAYABLE

As of December 31, 2015 and 2014 , the Company’s notes payable, including notes payable related to real estate held for sale, consisted of the following (dollars in thousands):



	Book Value as of December 31, 2015			Book Value as of December 31, 2014			Contractual Interest Rate as of December 31, 2015 ⁽¹⁾	Effective Interest Rate as of December 31, 2015 ⁽¹⁾	Payment Type	Maturity Date ⁽²⁾
Amended and Restated Portfolio Revolving Loan Facility ⁽³⁾	$	75,438		$	75,438		One-month LIBOR + 1.80%	3.1%	Interest Only	06/21/2017
Union Bank Plaza Mortgage Loan ⁽⁴⁾	105,000			105,000			One-month LIBOR + 1.65%	1.9%	Interest Only	09/15/2016
Portfolio Mortgage Loan #1 ⁽⁵⁾	95,033			184,733			One-month LIBOR + 2.15%	3.5%	Interest Only	01/27/2016
Portfolio Mortgage Loan #3 ⁽⁶⁾	54,000			107,640			One-month LIBOR + 1.75% - 1.85%	2.5%	Interest Only	03/01/2016
Corporate Technology Centre Mortgage Loan ⁽⁷⁾	140,000			140,000			3.50%	3.5%	⁽⁷⁾	04/01/2020
300-600 Campus Drive Revolving Loan ⁽⁸⁾	78,000			78,000			One-month LIBOR + 2.05%	2.9%	Interest Only	08/01/2016
Emerald View at Vista Center Mortgage Loan ⁽⁹⁾	—			19,800			One-month LIBOR + 2.25%	⁽⁹⁾	⁽⁹⁾	⁽⁹⁾
Fountainhead Plaza Mortgage Loan ⁽¹⁰⁾	—			80,000			One-month LIBOR + 1.90%	⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾
Total notes payable principal outstanding	$	547,471		$	790,611
Deferred financing costs, net	(1,394		)	(3,193		)
Total notes payable, net	$	546,077		$	787,418

_____________________

⁽¹⁾ Contractual interest rate represents the interest rate in effect under the loan as of December 31, 2015 . Effective interest rate is calculated as the actual interest rate in effect as of December 31, 2015 (consisting of the contractual interest rate and the effect of interest rate swaps and contractual floor rates, if applicable), using interest rate indices as of December 31, 2015 , where applicable. For further information regarding the Company’s derivative instruments, see Note 8, “Derivative Instruments.”

⁽²⁾ Represents the initial maturity date or the maturity date as extended as of December 31, 2015 ; subject to certain conditions, the maturity dates of certain loans may be extended beyond the maturity date shown.

⁽³⁾ As of December 31, 2015 , the Amended and Restated Portfolio Revolving Loan Facility was secured by 350 E. Plumeria Building and Pierre Laclede Center.

⁽⁴⁾ As of December 31, 2015 , $105.0 million of the Union Bank Plaza Mortgage Loan had been disbursed to the Company with the remaining loan balance of $14.3 million available for future disbursements, subject to certain conditions set forth in the loan agreement.

⁽⁵⁾ As of December 31, 2015 , Portfolio Mortgage Loan #1 was secured by Horizon Tech Center, Granite Tower and Gateway Corporate Center. On February 13, 2015, in connection with the disposition of National City Tower, the Company repaid $89.7 million of principal due under this loan and National City Tower was released as security from Portfolio Mortgage Loan #1. Subsequent to December 31, 2015, the maturity date of Portfolio Mortgage Loan #3 was extended to July 27, 2016.

⁽⁶⁾ On December 15, 2015, the Company repaid $53.6 million of the outstanding principal balance under Portfolio Mortgage Loan #3 and reduced the borrowing capacity from $107.6 million to $70.0 million . As of December 31, 2015 , the principal balance consisted of the $54.0 million non-revolving portion. The revolving portion of $16.0 million remained available for future disbursements, subject to certain terms and conditions contained in the loan documents. As of December 31, 2015 , Portfolio Mortgage Loan #3 was secured by the 100 & 200 Campus Drive Buildings and Willow Oaks Corporate Center. Subsequent to December 31, 2015, the maturity date of Portfolio Mortgage Loan #3 was extended to March 1, 2017.

⁽⁷⁾ Monthly payments are initially interest-only. Beginning on May 1, 2017 , monthly payments for the Corporate Technology Centre Mortgage Loan will include principal and interest with principal payments calculated using an amortization schedule of 30 years for the balance of the loan term, with the remaining principal balance, all accrued and unpaid interest and any other amounts due at maturity.

⁽⁸⁾ As of December 31, 2015 , the principal balance of the 300-600 Campus Drive Revolving Loan consisted of $78.0 million of the non-revolving portion. The remaining non-revolving portion of $17.0 million and the revolving portion of $25.0 million remained available for future disbursements, subject to certain terms and conditions contained in the loan documents.

⁽⁹⁾ On December 16, 2015, the Company repaid the entire outstanding principal balance due and all other sums due under this loan.

⁽¹⁰⁾ On December 1, 2015, the Company repaid the entire outstanding principal balance due and all other sums due under this loan.

During the years ended December 31, 2015 , 2014 and 2013 , the Company incurred $22.1 million , $62.9 million and $65.7 million of interest expense, respectively. As of December 31, 2015 and 2014 , $1.5 million and $2.2 million , respectively, of interest expense were payable. Included in interest expense for the years ended December 31, 2015 , 2014 and 2013 were $2.0 million , $4.7 million and $3.3 million of amortization of deferred financing costs, respectively. Also included in interest expense for the year ended December 31, 2014 were $14.9 million of prepayment penalties. Interest expense incurred as a result of the Company’s interest rate swap agreements were $3.3 million , $11.5 million and $10.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The following is a schedule of maturities, including principal amortization payments, for all notes payable outstanding as of December 31, 2015 (in thousands):



2016	$	332,033
2017	77,218
2018	2,750
2019	2,848
2020	132,622
	$	547,471

Certain of the Company’s notes payable contain financial debt covenants. As of December 31, 2015 , the Company was in compliance with these debt covenants.


8.	DERIVATIVE INSTRUMENTS

The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates. The primary goal of the Company’s risk management practices related to interest rate risk is to prevent changes in interest rates from adversely impacting the Company’s ability to achieve its investment return objectives. The Company does not enter into derivatives for speculative purposes.

The Company enters into interest rate swaps as a fixed rate payer to mitigate its exposure to rising interest rates on its variable rate notes payable. The value of interest rate swaps is primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of the fixed rate payer position and decrease the value of the variable rate payer position. As the remaining life of the interest rate swap decreases, the value of both positions will generally move towards zero.

The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2015 and 2014 . The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands):

December 31, 2015

December 31, 2014

Weighted-Average

Fix Pay Rate

Weighted-Average Remaining Term

in Years

Derivative Instruments

Number of Instruments

Notional Amount

Number of Instruments

Notional Amount

Reference Rate as of December 31, 2015

Interest Rate Swaps ⁽¹⁾

$265,488

$596,575

One-month LIBOR/
Fixed at 0.71% - 2.16%

1.23%

0.9

_____________________

⁽¹⁾ During the year ended December 31, 2015 , the Company terminated four interest rate swap agreements and paid an aggregate breakage fee of $0.2 million . Also, two of the Company’s interest rate swaps expired during the year ended December 31, 2015 . As of December 31, 2015 and 2014 , none of the Company’s interest rate swaps were designated as cash flow hedges.

The following table sets forth the fair value of the Company’s derivative instruments as well as their classification on the consolidated balance sheets as of December 31, 2015 and 2014 (dollars in thousands):



		December 31, 2015				December 31, 2014
Derivative Instruments	Balance Sheet Location	Number of Instruments	Fair Value			Number of Instruments	Fair Value
Interest Rate Swaps	Prepaid expenses and other assets, at fair value	2	$	19		2	$	122
Interest Rate Swaps	Other liabilities, at fair value	3	$	(658	)	9	$	(4,749	)

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The change in fair value of the effective portion of a derivative instrument that is designated as a cash flow hedge is recorded as other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income (loss) and as other comprehensive income in the accompanying consolidated statements of stockholders’ equity. Amounts in other comprehensive income (loss) will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The change in fair value of the ineffective portion is recognized directly in earnings. With respect to swap agreements that were terminated for which it remains probable that the original hedged forecasted transactions (i.e., LIBOR-based debt service payments) will occur, the loss related to the termination of these swap agreements is included in accumulated other comprehensive income (loss) and is reclassified into earnings over the period of the original forecasted hedged transaction. The change in fair value of a derivative instrument that is not designated as a cash flow hedge is recorded as interest expense in the accompanying consolidated statements of operations. The following table summarizes the effects of derivative instruments on the Company’s consolidated statements of operations (in thousands):



	For the Years Ended December 31,
	2015			2014			2013
Derivatives designated as hedging instruments ⁽¹⁾
Amount of loss recognized on interest rate swaps (effective portion)	$	1,577		$	7,106		$	9,551
Unrealized losses due to hedge ineffectiveness	—			3,207			—
Reclassification of realized losses related to swap terminations	—			521			856
	1,577			10,834			10,407
Derivatives not designated as hedging instruments
Realized loss recognized on interest rate swaps	3,980			763			—
Unrealized gain on interest rate swaps	(2,410		)	(218		)	—
Losses related to swap terminations	179			130			—
	1,749			675			—
Increase in interest expense as a result of derivatives	$	3,326		$	11,509		$	10,407

_____________________

⁽¹⁾ All of the Company’s interest rate swap agreements were initially designated as cash flow hedges. During 2014, the Company dedesignated all of its interest rate swap instruments due to the anticipated early repayment of debt in connection with asset sales, and therefore, certain hedged forecasted transactions were no longer probable beyond the projected asset sale date.


9.	FAIR VALUE DISCLOSURES


•	Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;


•	Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and


•	Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of assets and liabilities for which it is practicable to estimate the fair value:

Cash and cash equivalents, rent and other receivables, and accounts payable and accrued liabilities: These balances approximate their fair values due to the short maturities of these items.

Real estate loans receivable: The Company’s real estate loans receivable are presented in the accompanying consolidated balance sheets at their amortized cost net of recorded loan loss reserves and not at fair value. The fair values of real estate loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans, underlying collateral values (for collateral-dependent loans) and estimated yield requirements of institutional investors for loans with similar characteristics, including remaining loan term, loan-to-value, type of collateral and other credit enhancements. The Company classifies these inputs as Level 3 inputs.

Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying consolidated balance sheets. The valuation of these instruments is determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risks to the contracts, are incorporated in the fair values to account for potential nonperformance risk.

Notes payable: The fair value of the Company’s notes payable is estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs.

The following were the face values, carrying amounts and fair values of the Company’s real estate loans receivable and notes payable as of December 31, 2015 and 2014 , which carrying amounts do not generally approximate the fair values (in thousands):



	December 31, 2015						December 31, 2014
	Face Value		Carrying Amount		Fair Value		Face Value		Carrying Amount		Fair Value
Financial assets:
Real estate loans receivable	$	14,201	$	14,210	$	14,574	$	72,908	$	72,940	$	73,414
Financial liabilities:
Notes payable	$	547,471	$	546,077	$	549,129	$	790,611	$	787,418	$	794,439

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

Disclosure of the fair values of financial instruments is based on pertinent information available to the Company as of the period end and requires a significant amount of judgment. Low levels of transaction volume for certain financial instruments has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of value at a future date could be materially different.

During the year ended December 31, 2015 , the Company measured the following assets and liabilities at fair value (in thousands):



				Fair Value Measurements Using
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Recurring Basis:
Asset derivatives	$	19		$	—	$	19		$	—
Liability derivatives	(658		)	—		(658		)	—

During the year ended December 31, 2015 , the Company measured the following asset at fair value on a nonrecurring basis (in thousands):



			Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Nonrecurring Basis:
Impaired real estate ⁽¹⁾	$	140,747	$	—	$	—	$	140,747

_____________________

⁽¹⁾ Amount represents the fair value for a real estate asset impacted by an impairment charge during the year, as of the date that the fair value measurement was made. The carrying value for the real estate asset may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.

During the year ended December 31, 2015 , one of the Company’s real estate properties was measured at estimated fair value as this property was impaired and the carrying value was adjusted as a result of changes in cash flow estimates. See Note 3, “Real Estate — Impairment of Real Estate.”


10.	RELATED PARTY TRANSACTIONS

The Company has entered into the Advisory Agreement with the Advisor. This agreement entitles the Advisor to specified fees upon the provision of certain services with regard to the management of the Company’s investments, among other services, and the disposition of investments, as well as reimbursement of certain costs incurred by the Advisor in providing services to the Company. In addition, the Advisor is entitled to certain other fees, including an incentive fee upon achieving certain performance goals, as detailed in the Advisory Agreement. The Company has also entered into the AIP Reimbursement Agreement with the Dealer Manager pursuant to which the Company agreed to reimburse the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the AIP Platform with respect to certain accounts of the Company’s investors serviced through the platform. The Advisor and Dealer Manager also serve as the advisor and dealer manager, respectively, for KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Strategic Opportunity REIT II, Inc. and KBS Growth & Income REIT, Inc.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

On January 6, 2014, the Company, together with KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Strategic Opportunity REIT II, Inc., the Dealer Manager, the Advisor and other KBS-affiliated entities, entered into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage are shared. The cost of these lower tiers is allocated by the Advisor and its insurance broker among each of the various entities covered by the program, and is billed directly to each entity. The allocation of these shared coverage costs is proportionate to the pricing by the insurance marketplace for the first tiers of directors and officers liability coverage purchased individually by each REIT. The Advisor’s and the Dealer Manager’s portion of the shared lower tiers’ cost is proportionate to the respective entities’ prior cost for the errors and omissions insurance. In June 2015, KBS Growth & Income REIT, Inc. was added to the insurance program at terms similar to those described above.

During the years ended December 31, 2015 , 2014 and 2013 , no other business transactions occurred between the Company and KBS Real Estate Investment Trust, Inc., KBS Real Estate Investment Trust III, Inc., KBS Strategic Opportunity REIT, Inc., KBS Legacy Partners Apartment REIT, Inc., KBS Strategic Opportunity REIT II, Inc. and KBS Growth & Income REIT, Inc.

Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the years ended December 31, 2015 , 2014 and 2013 , respectively, and any related amounts payable as of December 31, 2015 and 2014 (in thousands):



	Incurred Years Ended December 31,						Payable as of December 31,
	2015		2014		2013		2015		2014
Expensed
Asset management fees	$	12,082	$	18,641	$	23,524	$	—	$	—
Reimbursement of operating expenses ⁽¹⁾	197		256		168		49		38
Acquisition fees	—		—		1,797		—		—
Disposition fees ⁽²⁾	1,239		16,201		1,143		—		—
	$	13,518	$	35,098	$	26,632	$	49	$	38

_____________________

⁽¹⁾ Reimbursable operating expenses primarily consists of internal audit personnel costs, accounting software and cybersecurity related expenses incurred by the Advisor under the Advisory Agreement. The Company has reimbursed the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled $157,000 , $142,000 and $145,000 for the years ended December 31, 2015 , 2014 and 2013 , respectively, and were the only type of employee costs reimbursed under the Advisory Agreement for the years ended December 31, 2015 , 2014 and 2013 . The Company will not reimburse for employee costs in connection with services for which the Advisor earns acquisition, origination or disposition fees (other than reimbursement of travel and communication expenses) or for the salaries or benefits the Advisor or its affiliates may pay to the Company’s executive officers.

⁽²⁾ Disposition fees with respect to real estate sold are included in the gain on sale of real estate, net in the accompanying consolidated statements of operations. Disposition fees with respect to real estate loans receivable sold are included in the gain on payoff or sale of real estate loans receivable in the accompanying consolidated statements of operations.

On July 29, 2010, the Company, through an indirect wholly owned subsidiary, KBSII 300 North LaSalle, LLC (the “Owner”), purchased the 300 N. LaSalle Building. On May 16, 2014, after a competitive bidding process overseen by HFF, Inc., an unaffiliated independent third party, the Owner entered into a purchase and sale agreement and escrow instructions for the sale of the 300 N. LaSalle Building to an affiliate of the Irvine Company, 300 North LaSalle LLC (the “Purchaser”). Donald Bren is the chairman and owner of the Purchaser and the Irvine Company and the brother of Peter Bren (one of the Company’s executive officers and sponsors). On July 7, 2014, the Company completed the sale of the 300 N. LaSalle Building to the Purchaser for $850.0 million . The Company’s conflicts committee, composed of all of the Company’s independent directors, approved the purchase and disposition of the 300 N. LaSalle Building.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015


11.	SEGMENT INFORMATION

The Company presently operates in two reportable business segments based on its investment types: real estate and real estate-related. Under the real estate segment, the Company has invested in office, office/flex and industrial properties. Under the real estate-related segment, the Company has invested in or originated mortgage loans and an A-Note. All revenues earned from the Company’s two reporting segments were from external customers and there were no intersegment sales or transfers. The Company does not allocate corporate-level accounts to its reporting segments. Corporate-level accounts include corporate general and administrative expenses, asset management fees, non-operating interest income, non-operating interest expense and other corporate-level expenses. The accounting policies of the segments are consistent with those described in Note 2, “Summary of Significant Accounting Policies.”

The Company evaluates the performance of its segments based upon net operating income (“NOI”), which is a non-GAAP supplemental financial measure. The Company defines NOI for its real estate segment as operating revenues (rental income, tenant reimbursements and other operating income) less property and related expenses (property operating expenses, real estate taxes, insurance and provision for bad debt) less interest expense. The Company defines NOI for its real estate-related segment as interest income less loan servicing costs and interest expense. NOI excludes certain items that are not considered to be controllable in connection with the management of an asset such as non-property income and expenses, depreciation and amortization, asset management fees and corporate general and administrative expenses. The Company uses NOI to evaluate the operating performance of the Company’s real estate and real estate-related investments and to make decisions about resource allocations. The Company believes that net income is the GAAP measure that is most directly comparable to NOI; however, NOI should not be considered as an alternative to net income as the primary indicator of operating performance, as it excludes the items described above. Additionally, NOI as defined above may not be comparable to other REITs or companies as their definitions of NOI may differ from the Company’s definition. During the year ended December 31, 2014, the Company revised its definition of NOI to exclude asset management fees, which the Company does not consider to be controllable in connection with the management of each property or real estate-related asset and is viewed by the chief operating decision makers as a corporate-level administrative expense. NOI for all prior periods presented has been adjusted to conform to the current period definition.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The following tables summarize total revenues and NOI for each reportable segment for the years ended December 31, 2015 , 2014 and 2013 and total assets and total liabilities for each reportable segment as of December 31, 2015 and 2014 (in thousands):



	For the Years Ended December 31,
	2015		2014		2013
Revenues:
Real estate segment ⁽¹⁾	$	160,743	$	265,705	$	330,195
Real estate-related segment	4,552		12,742		30,439
Total segment revenues	165,295		278,447		360,634
Corporate-level	—		953		—
Total revenues	$	165,295	$	279,400	$	360,634

Interest Expense:
Real estate segment ⁽¹⁾	$	22,115	$	61,951	$	60,754
Real estate-related segment	—		993		4,421
Total segment interest expense	22,115		62,944		65,175
Corporate-level	—		—		512
Total interest expense	$	22,115	$	62,944	$	65,687

NOI:
Real estate segment ⁽¹⁾	$	82,043	$	108,663	$	152,905
Real estate-related segment	4,540		11,698		25,971
Total segment NOI	86,583		120,361		178,876
Corporate-level	—		940		—
Total NOI	$	86,583	$	121,301	$	178,876

	As of December 31,
	2015		2014
Assets:
Real estate segment	$	1,289,290	$	1,314,927
Real estate-related segment	14,764		73,457
Total segment assets	1,304,054		1,388,384
Real estate held for sale	—		97,841
Corporate-level ⁽²⁾	60,476		168,098
Total assets	$	1,364,530	$	1,654,323
Liabilities:
Real estate segment	$	591,260	$	771,109
Real estate-related segment	6		2
Total segment liabilities	591,266		771,111
Real estate held for sale	—		66,547
Corporate-level ⁽³⁾	5,334		7,138
Total liabilities	$	596,600	$	844,796

_____________________

⁽¹⁾ Amounts include properties sold. See Note 6, “Real Estate Sales” for more information.

⁽²⁾ Total corporate-level assets consisted primarily of cash and cash equivalents of approximately $60.2 million and $167.8 million as of December 31, 2015 and 2014 , respectively.

⁽³⁾ As of December 31, 2015 and 2014 , corporate-level liabilities consisted primarily of distributions payable.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015

The following table reconciles the Company’s net income to its NOI for the years ended December 31, 2015 , 2014 and 2013 (in thousands):



	Years Ended December 31,
	2015			2014			2013
Net income	$	18,377		$	445,507		$	55,779
Gain on sales of real estate, net	(27,421		)	(441,640		)	—
Loss on sale of marketable securities	—			331			—
Other interest income	(293		)	(209		)	(46		)
Gain on payoff or sale of real estate loan receivable	—			—			(29,073		)
Asset management fees to affiliate	12,082			18,641			23,524
Real estate acquisition fees to affiliates	—			—			1,797
Real estate acquisition fees and expenses	—			—			623
General and administrative expenses	4,485			5,082			4,982
Depreciation and amortization	56,271			77,988			120,778
Impairment charge on real estate	23,082			15,601			—
Corporate-level interest expense	—			—			512
NOI	$	86,583		$	121,301		$	178,876


12.	SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2015 and 2014 (in thousands, except per share amounts):



	2015
	First Quarter		Second Quarter		Third Quarter			Fourth Quarter
Revenues	$	43,930	$	41,203	$	41,013		$	39,149
Net income (loss)	27,532		3,479		(15,743		)	3,109
Net income (loss) per common share, basic and diluted	0.14		0.02		(0.08		)	0.02
Distributions declared per common share	0.072		0.073		0.074			0.074



	2014
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenues	$	92,455	$	82,716	$	55,594	$	48,635
Net income	10,428		59,719		308,131		67,229
Net income per common share, basic and diluted	0.05		0.31		1.61		0.36
Distributions declared per common share	0.160		0.162		4.644		0.100

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2015


13.	COMMITMENTS AND CONTINGENCIES

Economic Dependency

The Company is dependent on the Advisor for certain services that are essential to the Company, including the disposition of real estate and real estate-related investments; management of the daily operations of the Company’s real estate and real estate-related investment portfolio; and other general and administrative responsibilities. In the event the Advisor is unable to provide any of these services, the Company will be required to obtain such services from other sources.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Compliance with existing environmental laws is not expected to have a material adverse effect on the Company’s financial condition and results of operations as of December 31, 2015 .

Legal Matters

From time to time, the Company is party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on the Company’s results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.


14.	SUBSEQUENT EVENTS

The Company evaluates subsequent events up until the date the consolidated financial statements are issued.

Distributions Paid

On January 4, 2016, the Company paid distributions of $4.7 million , which related to distributions declared for December 2015 in the amount of $0.02488493 per share of common stock to stockholders of record as of the close of business on December 21, 2015. On February 1, 2016, the Company paid distributions of $4.5 million , which related to distributions declared for January 2016 in the amount of $0.02380055 per share of common stock to stockholders of record as of the close of business on January 26, 2016. On March 1, 2016, the Company paid distributions of $4.2 million , which related to distributions declared for February 2016 in the amount of $0.02226503 per share of common stock to stockholders of record as of the close of business on February 19, 2016.

Distributions Declared

On March 11, 2016, the Company’s board of directors declared a March 2016 distribution in the amount of $0.02380055 per share of common stock to stockholders of record as of the close of business on March 21, 2016, which the Company expects to pay in April 2016, and an April 2016 distribution in the amount of $0.02303279 per share of common stock to stockholders of record as of the close of business on April 20, 2016, which the Company expects to pay in May 2016.

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

SCHEDULE III

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION AND AMORTIZATION

December 31, 2015

(dollar amounts in thousands)



				Initial Cost to Company									Gross Amount at which Carried at Close of Period
Description	Location	Ownership Percent	Encumbrances	Land		Building and Improvements ⁽¹⁾		Total		Cost Capitalized Subsequent to Acquisition ⁽²⁾			Land		Building and Improvements ⁽¹⁾		Total ⁽³⁾		Accumulated Depreciation and Amortization			Original Date of Construction	Date Acquired
100 & 200 Campus Drive Buildings	Florham Park, NJ	100%	⁽⁴⁾	$	10,700	$	188,509	$	199,209	$	(63,283	)	$	9,461	$	126,465	$	135,926	$	(1,634	)	1988/1989	09/09/2008
300-600 Campus Drive Buildings	Florham Park, NJ	100%	78,000	9,717		185,445		195,162		(42,023		)	9,121		144,018		153,139		(4,884		)	1997/1999	10/10/2008
350 E. Plumeria Building	San Jose, CA	100%	⁽⁵⁾	11,290		24,819		36,109		559			11,290		25,378		36,668		(7,927		)	1984/2008	12/18/2008
Willow Oaks Corporate Center	Fairfax, VA	100%	⁽⁴⁾	25,300		87,802		113,102		(15,378		)	25,300		72,424		97,724		(13,639		)	1986/1989/2003	08/26/2009
Pierre Laclede Center	Clayton, MO	100%	⁽⁵⁾	15,200		61,507		76,707		(3,478		)	15,200		58,029		73,229		(3,409		)	1964/1970	02/04/2010
Horizon Tech Center	San Diego, CA	100%	⁽⁶⁾	7,900		29,237		37,137		(8,760		)	7,900		20,477		28,377		(735		)	2009	06/17/2010
Union Bank Plaza	Los Angeles, CA	100%	105,000	24,000		190,232		214,232		(27,802		)	24,000		162,430		186,430		(6,784		)	1967	09/15/2010
Emerald View at Vista Center	West Palm Beach, FL	100%	—	5,300		28,455		33,755		(2,454		)	5,300		26,001		31,301		(5,485		)	2007	12/09/2010
Granite Tower	Denver, CO	100%	⁽⁶⁾	8,850		141,438		150,288		4,887			8,850		146,325		155,175		(31,651		)	1983	12/16/2010
Gateway Corporate Center	Sacramento, CA	100%	⁽⁶⁾	6,380		38,946		45,326		(212		)	6,380		38,734		45,114		(9,130		)	2008/2009	01/26/2011
Fountainhead Plaza	Tempe, AZ	100%	—	12,300		123,700		136,000		(16,616		)	12,300		107,084		119,384		(6,840		)	2011	09/13/2011
Corporate Technology Centre	San Jose, CA	100%	140,000	71,160		159,712		230,872		(1,577		)	71,160		158,135		229,295		(21,342		)	1999/2001	3/28/2013
		TOTAL		$	208,097	$	1,259,802	$	1,467,899	$	(176,137	)	$	206,262	$	1,085,500	$	1,291,762	$	(113,460	)

____________________

⁽¹⁾ Building and improvements includes tenant origination and absorption costs.

⁽²⁾ Costs capitalized subsequent to acquisition is net of impairments and write-offs of fully depreciated/amortized assets.

⁽³⁾ The aggregate cost of real estate for federal income tax purposes was $1.6 billion as of December 31, 2015 .

⁽⁴⁾ These properties are security for the Portfolio Mortgage Loan #3, which had an outstanding principal balance of $54.0 million as of December 31, 2015 .

⁽⁵⁾ These properties are security for the Amended and Restated Portfolio Revolving Loan Facility, which had an outstanding principal balance of $75.4 million as of December 31, 2015 .

⁽⁶⁾ These properties are security for the Portfolio Mortgage Loan #1, which had an outstanding principal balance of $95.0 million as of December 31, 2015 .

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KBS REAL ESTATE INVESTMENT TRUST II, INC.

SCHEDULE III

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION AND AMORTIZATION (CONTINUED)

December 31, 2015

(in thousands)



	2015			2014			2013
Real Estate
Balance at the beginning of the year	$	1,507,291		$	2,798,082		$	2,562,193
Acquisitions	—			—			230,872
Improvements	30,440			34,692			30,607
Write-off of fully depreciated and fully amortized assets	(15,670		)	(29,280		)	(25,590		)
Impairments	(114,128		)	(73,963		)	—
Sales	(116,171		)	(1,222,240		)	—
Balance at the end of the year	$	1,291,762		$	1,507,291		$	2,798,082

Accumulated depreciation and amortization
Balance at the beginning of the year	$	190,624		$	362,822		$	270,538
Depreciation and amortization expense	53,429			75,292			117,874
Write-off of fully depreciated and fully amortized assets	(15,670		)	(29,280		)	(25,590		)
Impairments	(92,341		)	(59,560		)	—
Sales	(22,582		)	(158,650		)	—
Balance at the end of the year	$	113,460		$	190,624		$	362,822

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on March 16, 2016.



	KBS REAL ESTATE INVESTMENT TRUST II, INC.

	By:	/s/ Charles J. Schreiber, Jr.
		Charles J. Schreiber, Jr.
		Chairman of the Board, Chief Executive Officer and Director
		(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



Name	Title	Date

/s/ CHARLES J. SCHREIBER, JR.	Chairman of the Board, Chief Executive Officer and Director (principal executive officer)	March 16, 2016
Charles J. Schreiber, Jr.
/s/ JEFFREY K. WALDVOGEL	Chief Financial Officer (principal financial officer)	March 16, 2016
Jeffrey K. Waldvogel
/s/ PETER MCMILLAN III	Executive Vice President, Treasurer, Secretary and Director	March 16, 2016
Peter McMillan III
/s/ STACIE K. YAMANE	Chief Accounting Officer (principal accounting officer)	March 16, 2016
Stacie K. Yamane
/s/ HANK ADLER	Director	March 16, 2016
Hank Adler
/s/ BARBARA R. CAMBON	Director	March 16, 2016
Barbara R. Cambon
/s/ STUART A. GABRIEL, PH.D.	Director	March 16, 2016
Stuart A. Gabriel, Ph.D.

Exhibit 3.3

THIRD AMENDED AND RESTATED BYLAWS

KBS REAL ESTATE INVESTMENT TRUST II, INC.

ARTICLE I

OFFICES

Section 1.01. PRINCIPAL OFFICES . The principal office of KBS Real Estate Investment Trust II, Inc. (the “Corporation”) shall be located at such place or places as the board of directors may designate from time to time.

Section 1.02. ADDITIONAL OFFICES . The Corporation may have additional offices at such places as the board of directors may from time to time determine or otherwise as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01. PLACE . All meetings of stockholders shall be held at a principal office of the Corporation or at such other place as shall be stated in the notice of the meeting.

Section 2.02. ANNUAL MEETING . An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the board of directors.

Section 2.03. SPECIAL MEETINGS . Special meetings of the stockholders may be called by: (i) the president; (ii) the chief executive officer; (iii) the board of directors, (iv) a majority of the Independent Directors, as defined in the Corporation’s articles of incorporation, as amended (the “Charter”); or (v) upon the written request to the secretary of the Corporation, the holders of shares entitled to cast not less than ten percent (10%) of all the votes entitled to be cast at such meeting whereby such written request states the purpose of the meeting and the matters proposed to be acted upon at such meeting. In the event of a stockholders’ meeting called in accordance with subsection (v) above, the secretary of the Corporation shall, within ten days of his or her receipt of the written request required in such subsection, notify, in the manner proscribed herein, each stockholder entitled to vote at meeting of the stockholders. Notwithstanding anything to the contrary herein, such meeting shall be held not less than 15 days nor more than 60 days after the secretary’s delivery of such notice. Subject to the foregoing sentence, such meeting shall be held at the time and place specified in the stockholder request; provided, however, that if none is so specified, at such time and place convenient to the stockholders. Unless requested by the stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the proceeding twelve months.

Section 2.04. NOTICE FOR MEETINGS . Except as provided otherwise in Section 2.03 of this Article II, the secretary shall, not less than ten nor more than 90 days before each meeting of stockholders, give to each stockholder entitled to vote at the meeting and each other stockholder entitled to notice of the meeting, written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise required by the Maryland General Corporation Law (the “MGCL”), the purpose of the meeting. Notice shall be deemed delivered to a stockholder upon being: (i) personally delivered to the stockholder; (ii) left at the stockholder’s residence or usual place of business; (iii) mailed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, in which case such notice shall be deemed to be given when deposited in the United States mail with postage prepaid thereon; or (iv) transmitted to the stockholder by electronic mail to any electronic mail address of the stockholder or by any other electronic means.

Section 2.05. SCOPE OF NOTICE . Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except as otherwise set forth in Section 2.12(a) of this Article II and except for such business as is required by the MGCL or any other relevant statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 2.06. ORGANIZATION AND CONDUCT . Every meeting of stockholders shall be conducted by an individual appointed by the board of directors to be chairman of the meeting or, in the absence of such appointment, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, a person appointed by the board of directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or, in the absence of an assistant secretary, a person appointed by the secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any stockholder who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2.07. QUORUM; ADJOURNMENT . At any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum except as otherwise provided by law, the Charter or these bylaws. If a quorum shall not be present at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person or by proxy, shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.08. VOTING . A majority of the shares present in person or by proxy at an annual meeting at which a quorum is present may, without the necessity for concurrence by the board of directors, vote to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. Except as otherwise required by law, the Charter or these bylaws, a majority of the votes cast at a meeting of the stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting. Unless otherwise provided in the Charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders.

Section 2.09. PROXIES . A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.10. VOTING OF STOCK BY CERTAIN HOLDERS . Stock registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president, a vice president, a general partner, or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his name as such fiduciary, either in person or by proxy.

Shares of the Corporation’s stock owned directly or indirectly by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case, subject to the terms of the Charter, they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The board of directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the board of directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

Section 2.11. INSPECTORS .

(a) The board of directors or the chairman of the meeting may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the board of directors in advance of the meeting or at the meeting by the chairman of the meeting.

(b) The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 2.12. NOMINATIONS AND STOCKHOLDER BUSINESS .

(a) Annual Meetings of Stockholders .

(1) Nominations of persons for election to the board of directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the Corporation’s notice of such meeting; (B) by or at the direction of the board of directors; or (C) by any stockholder of the Corporation who (i) was a stockholder of record both at the time of giving of notice provided for in this Section 2.12(a) and at the time of the annual meeting in question; (ii) is entitled to vote at such meeting; and (iii) has complied with the notice procedures set forth in this Section 2.12(a).

(2) For nominations or other business to be properly brought at an annual meeting by a stockholder pursuant to this paragraph (a)(2) or paragraph (a)(1) of this Section 2.12, the stockholder must give timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the secretary at the principal executive office of the Corporation not less than 90 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the date of mailing of the notice for the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which disclosure of the date of mailing of the notice for such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or re-election as a director (i) the name, age, business address, and residence address of such person; (ii) the class and number of shares of stock of the Corporation that are beneficially owned by such person; and (iii) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting; (ii) the reasons for conducting such business at the meeting; and (iii) any material interest in such business that such stockholder and beneficial owner, if any, on whose behalf the proposal is made, may have; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder and beneficial owner, if any, as such appears on the Corporation’s books; and (ii) the number of shares of each class of stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 2.12 to the contrary, in the event that the number of directors to be elected to the board of directors is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased board of directors made by the Corporation at least 100 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive offices of the Corporation no later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of said meeting. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected

(i) pursuant to the Corporation’s notice of said meeting including the notice contemplated by Section 2.03; (ii) by or at the direction of the board of directors; or (iii) provided the board of directors has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who (A) is a stockholder of record both at the time of giving of notice provided for in this Section 2.12(b) and at the time of the special meeting; (B) is entitled to vote at the meeting; and (C) complied with the notice procedures set forth in this Section 2.12(b). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position as specified in the Corporation’s notice of meeting, if the stockholder’s notice containing the information required by paragraph (a)(2) of this Section 2.12 shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.12 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.12. The presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 2.12, and, if any proposed nomination or business is not in compliance with this Section 2.12, to declare that such defective nomination or proposal, if any, be disregarded.

(2) For purposes of this Section 2.12, (i) the “date of mailing of the notice” shall mean the date of the proxy statement for the solicitation of proxies for election of directors and (ii) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 2.12, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.12. Nothing in this Section 2.12 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 2.13. VOTING BY BALLOT . Voting on any question or in any election may be viva voce unless the presiding officer shall order, or any stockholder shall demand, that voting be by ballot.

Section 2.14. EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE . Notwithstanding any other provision of the Charter or these bylaws or any contrary provision of law, the Maryland Control Share Acquisition Statute, found in Title 3, Subtitle 7 of the MGCL, as amended from time to time, or any successor statute thereto, shall not apply to any acquisition of shares of stock of the Corporation by any person. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

DIRECTORS

Section 3.01. GENERAL POWERS . The business and affairs of the Corporation shall be managed under the direction of its board of directors.

Section 3.02. NUMBER, TENURE AND QUALIFICATIONS . At any regular meeting or at any special meeting called for that purpose, a majority of the members then serving on the board of directors may establish, increase, or decrease the number of directors, provided that, except as otherwise provided in the Charter, the number thereof shall never be less than the minimum number required by the MGCL or the Charter (whichever is greater), nor more than the maximum number of directors set forth in the Charter, and further provided that, except as may be provided in the terms of any preferred stock issued by the Corporation, the tenure of office of a director shall not be affected by any decrease in the number of directors.

Section 3.03. ANNUAL AND REGULAR MEETINGS . An annual meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors. The board of directors may provide, by resolution, the time and place, either within or without the State of Maryland, for the holding of regular meetings of the board of directors without other notice than such resolution.

Section 3.04. SPECIAL MEETINGS . Special meetings of the board of directors may be called by or at the request of the chairman of the board, president or by a majority of the board of directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the board of directors called by them. The board of directors may provide, by resolution, the time and place for the holding of special meetings of the board of directors without other notice than such resolution.

Section 3.05. NOTICE . Notice of any special meeting of the board of directors shall be delivered personally, or by telephone, electronic mail, facsimile transmission, United States mail, or courier to each director at his business or residence address. Notice by personal delivery, telephone, electronic mail, or facsimile transmission shall be given at least two days prior to the meeting. Notice by United States mail shall be given at least five days prior to the meeting and

shall be deemed to be given when deposited in the United States mail properly addressed, with postage prepaid thereon. Telephone notice shall be deemed to be given when the director or his agent is personally given such notice in a telephone call to which he or his agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the board of directors need be stated in the notice, unless specifically required by statute or these bylaws.

Section 3.06. QUORUM . A majority of the directors then serving shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that, if pursuant to the Charter or these bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group. The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 3.07. VOTING . The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the board of directors, unless the concurrence of a greater proportion is required for such action by the MGCL or the Charter. If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of the directors still present at such meeting shall be the action of the board of directors, unless the concurrence of a greater proportion is required for such action by the MGCL or the Charter.

Section 3.08. ORGANIZATION . At each meeting of the board of directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman. In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman. The secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the chairman, shall act as secretary of the meeting.

Section 3.09. ACTION BY WRITTEN CONSENT OR BY ELECTRONIC TRANSMISSION; INFORMAL ACTION . Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each director, and such consent is filed in paper or electronic form with the minutes of proceedings of the board of directors.

Section 3.10. TELEPHONE MEETINGS . Directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment if

all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 3.11. REMOVAL . At any meeting of stockholders called expressly, but not necessarily solely, for that purpose, any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of directors.

Section 3.12. VACANCIES . If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these bylaws or the powers of the remaining directors hereunder (even if fewer than the statutory minimum remain). Any vacancy on the board of directors for any cause shall be filled by a majority of the remaining directors, although such majority is less than a quorum. The Conflicts Committee (as defined and created by the Charter) shall nominate replacements for vacancies among the Independent Directors positions. Any individual so elected as a director shall hold office until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

Section 3.13. COMPENSATION . The directors may, in the discretion of the entire board of directors, receive annual or monthly salary for their services as directors, fixed sums per meeting and/or per visit to real property or other facilities owned or leased by the Corporation, and/or for any service or activity performed or engaged in as directors on behalf of the Corporation. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the board of directors or of any committee thereof and for their reasonable out-of-pocket expenses, if any, in connection with each such meeting, property visit, and/or other service or activity they performed or engaged in as directors on behalf of the Corporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.14. LOSS OF DEPOSITS . No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom monies or stock have been deposited.

Section 3.15. SURETY BONDS . Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his duties.

Section 3.16. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS . The directors shall have no responsibility to devote their full time to the affairs of the Corporation. For so long as the Corporation is externally advised, no officer or employee of the Corporation who is affiliated with the advisor shall be expected to devote his full time to the efforts of the Corporation unless he agrees in writing to do so. Any director or officer of the Corporation, in his personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to, or in competition with those of or relating to the Corporation, subject to the provisions of the Charter.

ARTICLE IV

COMMITTEES

Section 4.01. NUMBER, TENURE AND QUALIFICATIONS . The board of directors may designate an Executive Committee, an Audit Committee, a Compensation Committee and other committees composed of at least one director.

Section 4.02. COMPOSITION . Except as provided in the Charter, such committees shall serve at the pleasure of the board of directors. The members of the Conflicts Committee, Audit Committee and Compensation Committee shall at all times consist solely of Independent Directors, and the majority of the members of all committees shall be Independent Directors.

Section 4.03. MEETINGS . Notice of committee meetings shall be given in the same manner as notice for special or regular meetings of the board of directors. Proper notice of any meeting of the board of directors shall also constitute notice of a meeting of the Conflicts Committee that may be held contemporaneously and/or immediately following the board meeting. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. Except as provided in these bylaws, the act of a majority of the committee members present at a meeting shall be the act of such committee. The board of directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee may fix the time and place of its meeting unless the board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4.04. TELEPHONE MEETINGS . Members of a committee of the board of directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 4.05. ACTION BY WRITTEN CONSENT OR BY ELECTRONIC TRANSMISSION; INFORMAL ACTION . Any action required or permitted to be taken at any meeting of a committee of the board of directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each member of the committee and such consent is filed in paper or electronic form with the minutes of proceedings of such committee.

Section 4.07. VACANCIES . Subject to the provisions hereof, and the Charter, the board of directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 5.01. GENERAL PROVISIONS . The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the board of directors may from time to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders, except that the president may appoint one or more vice presidents, assistant secretaries and assistant treasurers. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor is elected and qualifies or until his death, resignation or removal in the manner hereinafter provided. Any two or more offices, except president and vice president, may be held by the same person. In its discretion, the board of directors may leave unfilled any office except that of president, treasurer and secretary. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 5.02. REMOVAL AND RESIGNATION . Any officer or agent of the Corporation may be removed by the board of directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the board of directors, the chairman of the board, the president or the secretary. Any resignation shall take effect at any time subsequent to the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 5.03. VACANCIES . A vacancy in any office may be filled by the board of directors for the balance of the term.

Section 5.04. CHIEF EXECUTIVE OFFICER . The board of directors may designate a chief executive officer. In the absence of such designation, the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the board of directors, and for the management of the business and affairs of the Corporation.

Section 5.05. CHIEF OPERATING OFFICER . The board of directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the board of directors or the chief executive officer.

Section 5.06. CHIEF FINANCIAL OFFICER . The board of directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the board of directors or the chief executive officer.

Section 5.07. CHAIRMAN OF THE BOARD . The board of directors shall designate a chairman of the board. The chairman of the board shall preside over the meetings of the board of directors and of the stockholders at which he shall be present. The chairman of the board shall perform such other duties as may be assigned to him or them by the board of directors.

Section 5.08. PRESIDENT . In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the board of directors, the president shall be the chief operating officer. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

Section 5.09. VICE PRESIDENTS . In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors. The board of directors may designate one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

Section 5.10. SECRETARY . The secretary shall (a) keep the minutes of the proceedings of the stockholders, the board of directors and committees of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the share transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the board of directors.

Section 5.11. TREASURER . The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. In the absence of a designation of a chief financial officer by the board of directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and

board of directors, at the regular meetings of the board of directors or whenever it may so require, an account of all his transactions as treasurer and of the financial condition of the Corporation.

If required by the board of directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 5.12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS . The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the board of directors. The assistant treasurers shall, if required by the board of directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the board of directors.

Section 5.13. SALARIES . The salaries and other compensation of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 6.01. CONTRACTS . The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document executed by one or more of the directors or by an authorized person shall be valid and binding upon the board of directors and upon the Corporation when authorized or ratified by action of the board of directors.

Section 6.02. CHECKS AND DRAFTS . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the board of directors.

Section 6.03. DEPOSITS . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may designate.

ARTICLE VII

STOCK

Section 7.01. CERTIFICATES . If the board of directors authorizes the issuance of certificates, each certificate shall be signed by the chief executive officer, the president, the chief operating officer or a vice president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the seal, if any, of the Corporation. The signatures may be either manual or facsimile. Certificates shall be consecutively numbered; and if the Corporation shall, from time to time, issue several classes of stock, each class may have its own number series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. Each certificate representing shares which are preferred or limited as to their dividends, which are restricted as to their transferability or voting powers, or as to their allocable portion of the assets upon liquidation or which are redeemable at the option of the Corporation, shall have a statement of such restriction, limitation, preference or redemption provision, or a summary thereof, plainly stated on the certificate. If the Corporation has authority to issue stock of more than one class, the certificate shall contain on the face or back a full statement or summary of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class of stock and, if the Corporation is authorized to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the board of directors to set the relative rights and preferences of subsequent series. In lieu of such statement or summary, the certificate may state that the Corporation will furnish a full statement of such information to any stockholder upon request and without charge. If any class of stock is restricted by the Corporation as to transferability, the certificate shall contain a full statement of the restriction or state that the Corporation will furnish information about the restrictions to the stockholder on request and without charge. Notwithstanding anything herein to the contrary, nothing in this Article VII shall be interpreted to limit the authority of the board of directors to issue some or all of the shares of any or all of its classes or series without certificates.

Section 7.02. TRANSFERS; REGISTERED STOCKHOLDERS . Transfers of shares of any class of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein. The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

Section 7.03. LOST, STOLEN, OR DESTROYED CERTIFICATES . The Corporation shall issue a new certificate in place of any certificate for shares previously issued if the registered owner of the certificate satisfies the following requirements:

(a) Claim . The registered owner makes proof in affidavit form that a previously issued certificate for shares has been lost, destroyed, or stolen;

(b) Timely Request . The registered owner requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(c) Bond . The registered owner gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the board of directors may direct, in its discretion, to indemnify the Corporation (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction, or theft of the certificate; and

(d) Other Requirements . The registered owner satisfies any other reasonable requirements imposed by the board of directors.

When a certificate has been lost, destroyed or stolen and the stockholder of record fails to notify the Corporation within a reasonable time after he has notice of it, if the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the stockholder of record is precluded from making any claim against the Corporation for the transfer or for a new certificate.

Section 7.04. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE . The board of directors may (i) set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose, (such record date, in any case, may not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken); or (ii) in lieu of fixing a record date, direct that the stock transfer books be closed for a period not greater than 20 days. In the case of a meeting of the stockholders, the record date or the date set for the closing of the stock transfer books shall be at least ten days before the date of such meeting.

If no record date is fixed and stock transfer books are not closed for the determination of stockholders, (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be the later of (a) the close of business on the day on which the notice of meeting is mailed or (b) the 30th day before the meeting; and (ii) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the board of directors declaring the dividend or allotment of rights is adopted, provided that the payment or allotment may not be made more than 60 days after the date on which such resolution is adopted.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Section 7.05. STOCK LEDGER . The Corporation shall maintain at one or more of its principal offices or at the office of its counsel, accountants, or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 7.06. FRACTIONAL STOCK; ISSUANCE OF UNITS . The board of directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the Charter or these bylaws, the board of directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the board of directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The board of directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 9.01. AUTHORIZATION . Dividends and other distributions upon the stock of the Corporation may be authorized by the board of directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 9.02. CONTINGENCIES . Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the board of directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing any property of the Corporation or for such other purpose as the board of directors shall determine to be in the best interest of the Corporation, and the board of directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the board of directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 11.01. SEAL . The board of directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Maryland 2005 Corporate Seal.” The board of directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 11.02. AFFIXING SEAL . Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place “[SEAL]” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Charter or these bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIII

AMENDMENT OF BYLAWS

These bylaws may be amended or repealed and new bylaws may be adopted by the board of directors or the stockholders. No bylaw adopted, amended or repealed by the stockholders shall be readopted, amended or repealed by the board of directors.

The foregoing are certified as the Bylaws of the Corporation adopted by the board of directors as of March 11, 2016.

/s/ Peter McMillan III

Secretary

Exhibit 10.2

FIFTH AMENDMENT TO OFFICE/RETAIL LEASE

This FIFTH AMENDMENT TO OFFICE/RETAIL LEASE ("Amendment") dated for reference purposes only as of October 31, 2010, is entered into by and between KBSII 445 SOUTH FIGUEROA, LLC, a Delaware limited liability company ("Landlord"), and UNION BANK, N.A., a national association, formerly known as Union Bank of California, N.A. ("Tenant").

R E C I T A L S :

A. Landlord and Tenant are parties to that certain Office/Retail Lease dated as of October 8, 2008 (the "Original Lease") entered into by and between Hines VAF UB Plaza, L.P. ("Original Landlord"), as landlord, and Tenant (then known as Union Bank of California, N.A.), as tenant, which was amended by: that certain First Amendment to Office/Retail Lease dated as of November 17, 2008 (the "First Amendment"); that certain Second Amendment to Office/Retail Lease dated as of July 10, 2009 (the "Second Amendment"); that certain Third Amendment to Office/Retail Lease dated as of April 14, 2010 (the "Third Amendment"); and that certain Fourth Amendment to Office/Retail Lease dated as of August 10, 2010 (the "Fourth Amendment"). The Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, is hereafter referred to herein as the "Lease." Landlord has succeeded to the interests of Original Landlord as "landlord" under the Lease. Pursuant to the Lease, Tenant is leasing from Landlord that certain space located on the 28th Floor and 35th Floor (the "35th Floor Expansion Space") (collectively, the "Premises") of the building located at 445 South Figueroa Street, Los Angeles, California (the "Building").

B. Defined terms which are used in this Amendment without definition have the meanings given to them in the Lease.

C. The Fourth Amendment provides, among other things, that Tenant shall lease from Landlord the 35th Floor Expansion Space which consists of approximately 16,801 rentable square feet of space, described more particularly in said Fourth Amendment. Pursuant to Paragraph 3 of the Fourth Amendment, the parties are to enter into an amendment to the Lease setting forth, among other things, the 35th Floor Commencement Date and the 35th Floor Expiration Date with respect to Tenant's leasing of the 35th Floor Expansion Space.

D. On or about August 16, 2010, Landlord delivered to Tenant, and Tenant accepted from Landlord, the 35th Floor Expansion Space. Accordingly, the parties now desire to amend the terms of the Lease to memorialize said commencement and expiration dates, and further modify the Lease, all upon the terms and conditions hereinafter provided.

A G R E E M E N T :

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

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1. Delivery of Expansion Space . Landlord and Tenant acknowledge and agree that effective as of August 16, 2010, Landlord delivered to Tenant, and Tenant accepted from Landlord (in the condition required by the Fourth Amendment), the 35th Floor Expansion Space.

2. Commencement and Expiration Dates . Tenant acknowledges that Tenant commenced business operations in the 35th Floor Expansion Space as of September 20, 2010. Accordingly, pursuant to Paragraph 3 of the Fourth Amendment, the 35th Floor Commencement Date is September 20, 2010, and the 35th Floor Expiration Date is September 30, 2013. The parties further acknowledge and agree that:

(a) rent for the partial month commencing September 20, 2010 through and including September 30, 2010 shall be prorated, such that Tenant shall pay Monthly Base Rent for such partial month in the amount of $18,224.42 (i.e., 11 days at the rate of approximately $1,656.77 per day); and

(b) the first full month of the 35th Floor Lease Term is October, 2010, and accordingly, for purposes of calculating the Base Rent with respect to the 35th Floor Expansion Date, (i) the first year of the 35th Floor Lease Term is October 1, 2010 through September 30, 2011, (ii) the second year of the 35th Floor Lease Term is October 1, 2011 through September 30, 2012, and (iii) the third year of the 35th Floor Lease Term is October 1, 2012 through September 30, 2013.

3. Notices . Landlord's addresses for notices shall be and is hereby amended as follows:

KBS Capital Advisors, LLC

4343 Von Karman Avenue

Newport Beach, CA 92660

Attention: General Counsel

with a copy to:

KBS Capital Advisors, LLC

620 Newport Center Drive

Suite 1300

Newport Beach, CA 92660

Attn: Mr. Brent Carroll

4. Authority. Each signatory of this Amendment on behalf of Tenant represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

5. No Other Modification, Landlord and Tenant agree that except as otherwise specifically modified in this Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall apply and govern the parties. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

TENANT:

UNION BANK, N.A.,

a national association


By:	/s/ Authorized Signatory


Name:	Authorized Signatory


Title:	SVP

LANDLORD:

KBSII 445 SOUTH FIGUEROA, LLC,

a Delaware limited liability company


By:	KBS Capital Advisors, LLC, a

Delaware limited liability company,

its authorized agent


By:	/s/ Authorized Signatory


Its:	SVP

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Exhibit 10.3

SIXTH AMENDMENT TO OFFICE/RETAIL LEASE

This SIXTH AMENDMENT TO OFFICE/RETAIL LEASE ("Amendment") dated for,reference purposes only as of February 15, 2011, is entered into by and between KBSII 445 SOUTH FIGUEROA, LLC, a Delaware limited liability company ("Landlord"), and UNION BANK, N.A., a national association, formerly known as Union Bank of California, N.A. ("Tenant"),

R E C I T A L S :

A. Landlord and Tenant are parties to that certain Office/Retail Lease dated as of October 8, 2008 (the "Original Lease") entered into by and between Hines VAF UB Plaza, L.P. ("Original Landlord"), as landlord, and Tenant (then known as Union Bank of California, N.A.), as tenant, which was amended by: that certain First Amendment to Office/Retail Lease dated as of November 17, 2008 (the "First Amendment"); that certain Second Amendment to Office/Retail Lease dated as of July 10, 2009 (the "Second Amendment"); that certain Third Amendment to Office/Retail Lease dated as of April 14, 2010 (the "Third Amendment"); that certain Fourth Amendment to Office/Retail Lease dated as of August 10, 2010 (the "Fourth Amendment"); and that certain Fifth Amendment to Office/Retail Lease dated as of October 31, 2010 (the "Fifth Amendment"). The Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment, is hereafter referred to herein as the "Lease." Landlord has succeeded to the interests of Original Landlord as "landlord" under the Lease. Pursuant to the Lease, Tenant is leasing from Landlord that certain space located on the 28th Floor and 35'h Floor (collectively, the "Premises") of the building located at 445 South Figueroa Street, Los Angeles, California (the "Building").

B. Defined terms which are used in this Amendment without definition have the meanings given to them in the Lease.

C. Tenant has requested that Landlord convert six (6) of the visitor parking spaces described in Section 28.2 of the Lease into reserved parking spaces for Tenant's retail banking customers, and Landlord desires to grant Tenant's request. Accordingly, the parties now desire to amend the terms of the Lease to memorialize the conversion of said reserved parking spaces and the terms for Tenant's use of such reserved parking spaces, as hereinafter provided..

A G R E E M E N T :

1. Retail Parking Spaces . Subject to the terms of the Lease (including, without limitation, Article 28 thereof), so long as Tenant purchases a minimum of Sixteen Thousand Five Hundred and No/100ths Dollars ($16,500.00) worth of validations every three (3) calendar months (each, a "Validation Period") on a non-cumulative basis from Landlord under the Lease ("Minimum Validations") and maintains a retail bank operation at the Building, Tenant shall be permitted to convert and maintain, at Tenant's sole cost and expense, the six (6) visitor parking spaces designated as Area D in the depiction attached hereto as Exhibit "A", into reserved parking spaces specifically for the use of Tenant's retail banking customers (each, a

"Retail Space" and collectively, the "Retail Spaces"). If Tenant fails to purchase the Minimum Validations during any Validation Period, then Landlord shall notify Tenant in writing of the number of validations which Tenant must purchase in order to satisfy the Minimum Validations requirement for such Validation Period (the "Shortfall Notice"). Tenant shall have five (5) business days after the Shortfall Notice within which to purchase validations sufficient to meet the Minimum Validation requirement for such Validation Period. If Tenant fails to purchase the requisite validations on or before the five (5) business day period after the Shortfall Notice, then at Landlord's option, Tenant's rights to said Retail Spaces shall terminate. Tenant hereby accepts the Retail Spaces in their AS IS condition; provided, however, Tenant may, upon Landlord's prior written consent, and at Tenant's sole cost and expense, add signage or other marking identifying such spaces for the use of its retail customers, subject to Landlord's reasonable approval as to the content, materials, colors, lettering and method of application. Subject to prior written consent of Landlord, Tenant may designate such reasonable rules and regulations governing its customers' use of such Retail Spaces, including maximum time limits for the use thereof; provided, however, in no event shall Landlord be liable for such rules and regulations, including the enforcement thereof.

2. Authority . Each signatory of this Amendment on behalf of Tenant represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

3. No Other Modification . Landlord and Tenant agree that except as otherwise specifically modified in this Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall apply and govern the parties. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

TENANT:

UNION BANK, N.A.,

a national association


By:	/s/ Larry W. Lawrence


Name:	Larry W. Lawrence


Title:	SVP

LANDLORD:

KBSII 445 SOUTH FIGUEROA, LLC,

a Delaware limited liability company


By:	KBS Capital Advisors, LLC, a

Delaware limited liability company,

its authorized agent


By:	/s/ Authorized Signatory


Its:	SVP

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EXHIBIT "A"

(TO BE ATTACHED)

Exhibit 10.4

SEVENTH AMENDMENT TO OFFICE/RETAIL LEASE

This SEVENTH AMENDMENT TO OFFICE/RETAIL LEASE (this " Seventh Amendment ") is dated for reference purposes only as of November 14, 2012 (the " Effective Date " or " ED "), by and between KBSII 445 SOUTH FIGUEROA, LLC, a Delaware limited liability company (" Landlord "), and UNION BANK, N.A., a national association, formerly known as Union Bank of California, N.A. (" Tenant ").

R E C I T A L S :

A. Hines VAF UB Plaza, L.P., a Delaware limited partnership, as landlord (" Original Landlord "), and Tenant, as tenant, entered into that certain Office/Retail Lease dated as of October 8, 2008 (the " Original Lease "), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain space as more particularly described in the Lease (the " Original Premises ") in that certain building located at 445 South Figueroa Street, Los Angeles, California 90071.

B. Original Landlord and Tenant entered into that certain First Amendment to Office/Retail Lease dated as of November 17, 2008 (the "First Amendment"), pursuant to which the parties (i) expanded the Original Premises to include the 28 ^th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, all as more particularly described in the First Amendment.

C. Original Landlord and Tenant entered into that certain Second Amendment to Office/Retail Lease dated as of July 10, 2009 (the " Second Amendment "), pursuant to which the parties (i) expanded the Original Premises and the 28 ^th Floor Expansion Space to include the Second Amendment Expansion Space, and (ii) otherwise modified the terms of the Original Lease and the First Amendment, all as more particularly described in the Second Amendment.

D. Original Landlord and Tenant entered into that certain Third Amendment to Office/Retail Lease dated as of April 14, 2010 (the " Third Amendment "), pursuant to which the parties modified certain of the terms of the Original Lease, the First Amendment and the Second Amendment, all as more particularly described in the Third Amendment.

E. Original Landlord and Tenant entered into that certain Fourth Amendment to Office/Retail Lease dated as of August 10, 2010 (the " Fourth Amendment "), pursuant to which the parties (i) expanded the Original Premises, the 28 ^th Floor Expansion Space and the Second Amendment Expansion Space to include the 35 ^th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, the First Amendment, the Second Amendment and the Third Amendment, all as more particularly described in the Fourth Amendment.

F. Landlord and Tenant entered into that certain Fifth Amendment to Office/Retail Lease dated as of October 31, 2010 (the " Fifth Amendment "), pursuant to which the parties modified certain of the terms of the Original Lease, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, all as more particularly described in the Fifth Amendment.

G. Landlord and Tenant entered into that certain Sixth Amendment to Office/Retail Lease dated as of February 15, 2011 (the " Sixth Amendment "), pursuant to which the parties converted certain visitor parking spaces into reserved parking spaces, all as more particularly described in the Sixth Amendment.

H. The Original Lease, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, and Sixth Amendment are collectively referred to herein as the " Lease ." The Original Premises, 28 ^th Floor Expansion Space, Second Amendment Expansion Space and 35 ^th Floor Expansion Space are sometimes collectively referred to herein as the " Existing Premises ." Landlord is the successor-in-interest to Original Landlord as " Landlord " under the Lease.

I. The 35 ^th Floor Lease Term is scheduled to expire by its terms on September 30, 2013.

J. Capitalized terms which are used in this Seventh Amendment without definition have the meanings given to them in the Lease.

K. The parties now desire to amend the terms of the Lease to (i) expand the Existing Premises to include that certain space containing approximately 16,801 rentable square feet and comprising the entire rentable area of the thirty-fourth (34 ^th ) floor of the Building, as depicted on Exhibit A attached hereto (the " 34 ^th Floor Expansion Space "); (ii) extend the 35 ^th Floor Lease Term; and (iii) otherwise modify the Lease, all upon the terms and conditions hereinafter provided.

A G R E E M E N T :

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained in this Seventh Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Expansion of Existing Premises . The " Premises " leased by Tenant under the Lease shall be expanded and redefined to include the 34 ^th Floor Expansion Space for the period (the " 34 ^th Floor Lease Term ") commencing upon the Effective Date (the " 34 ^th Floor Commencement Date ") and expiring on September 30, 2016 (the " 34 ^th Floor Expiration Date "). The 34 ^th Floor Expansion Space shall be leased on the same terms and conditions set forth in the Lease, subject to the modifications set forth in this Seventh Amendment. Landlord and Tenant hereby agree and have verified that the rentable square feet of the 34 ^th Floor Expansion Space (as set forth in Recital K above) has been calculated in accordance with 1996 BOMA, and is not subject to adjustment or re-measurement by Landlord or Tenant. Notwithstanding the expansion and redefinition of the Premises to include the 34 ^th Floor Expansion Space as provided hereinabove:

(a) The provisions of Sections 4.3.4 and 14.7 of the Original Lease shall not be applicable to the 34 ^th Floor Expansion Space;

(b) Tenant shall not have any right to terminate the Lease as amended by this Seventh Amendment (the " Amended Lease ") with respect to the entire Premises pursuant to Sections 11.2, 13.1 or 19.7.2 of the Original Lease (and Landlord shall not have such termination right with respect to the entire Premises pursuant to Sections 11.2 or 13.1 of the Original Lease) in the event of any casualty damage, condemnation or Abatement Event, respectively, that pertains only to the 34 ^th Floor Expansion Space, but each party shall retain their respective termination rights to terminate the Amended Lease as to the 34 ^th Floor Expansion Space, only, if and to the extent such casualty damage , condemnation or Abatement Event affects such applicable space and otherwise satisfies the requirements for termination as set forth in Sections 11.2, 13.1 and/or 19.7.2, respectively, of the Original Lease.

(d) Tenant shall not be entitled to exercise (A) Tenant's options to renew the Lease Term pursuant to Section 2.2 of the Original Lease with respect to the 34 ^th Floor Expansion Space, or (B) Tenant's option to terminate the Lease pursuant to Section 2.4 of the Original Lease with respect to the 34 ^th Floor Expansion Space, it being understood that such options to renew and terminate shall not apply thereto; however, the 34 ^th Floor Expansion Space shall be subject to Tenant's right of first offer set forth after the first three (3) sentences of Section 1.5 of the Original Lease (i.e., Tenant shall have no right to deliver to Landlord a Request Notice and Landlord shall have no obligation to deliver to Tenant a Response Notice with respect to the 34 ^th Floor Expansion Space, and if Tenant leases the 34 ^th Floor Expansion Space as First Offer Space pursuant to such provisions of Section 1.5 of the Original Lease, then such applicable First Offer Space shall be subject to such options to renew and terminate to the extent provided in Sections 1.5, 2.2 and/or 2.4 of the Original Lease (as applicable).

2. Extension of 35th Floor Lease Term . Notwithstanding the terms of the Lease, the 35 ^th Floor Lease Term is hereby extended (the " 35 ^th Floor Extended Term ") such that it will expire coterminously with the 34 ^th Floor Lease Term on September 30, 2016 (the " 35 ^th Floor Extended Term Expiration Date "), unless sooner terminated in accordance with the terms of the Amended Lease. No such extension shall operate to release Tenant from liability for any amounts owed or defaults which exist under the Lease prior to the Effective Date.

3. Condition of 34th Floor Expansion Space . Except as otherwise provided in Section 5 below, Tenant hereby agrees that Tenant shall accept the 34 ^th Floor Expansion Space in its then "AS-IS" condition on delivery by Landlord, without any representation or warranty as to its condition or the suitability thereof for the conduct of Tenant's business , Landlord shall not be obligated to refurbish or improve the 34 ^th Floor Expansion Space, and the acceptance of possession of the 34 ^th Floor Expansion Space by Tenant shall establish that the 34 ^th Floor Expansion Space is at such time complete and in good, sanitary and satisfactory condition and repair.

4. Condition of 35th Floor Expansion Space . Tenant is currently in possession of the 35 ^th Floor Expansion Space, is fully aware of the condition of the 35 ^th Floor Expansion Space, and acknowledges that Landlord shall not be obligated to refurbish or improve the 35 ^th Floor Expansion Space or, except as provided in Section 5 below, to otherwise fund improvements for the 35 ^th Floor Expansion Space in any manner, and Tenant hereby accepts the 35 ^th Floor Expansion Space in its "AS-IS" condition as of the Effective Date.

5. Allowance . Landlord hereby grants to Tenant an allowance (the " Allowance ") in the amount of $10.00 per rentable square feet of both the 34 ^th Floor Expansion Space and the 35 ^th Floor Expansion Space (i.e., $336,020.00, based on the 34 ^th Floor Expansion Space and the 35 ^th Floor Expansion Space consisting of 33,602 rentable square feet in the aggregate), to be utilized by Tenant to make Alterations within either or both of the 34 ^th Floor Expansion Space and/or the 35 ^th Floor Expansion Space (the " Seventh Amendment Alterations "), subject to and in accordance with the terms and conditions of Article 8 of the Original Lease . Landlord shall disburse the Allowance to Tenant after the completion of the Seventh Amendment Alterations within a reasonable time after Tenant has delivered to Landlord a draw request (" Draw Request ") in a form reasonably satisfactory to Landlord with respect to the Seventh Amendment Alterations specifying that all or any portion of the Seventh Amendment Alterations have been completed in compliance with the terms and conditions of Article 8 of the Original Lease, together with invoices, receipts and bills evidencing the costs and expenses set forth in the Draw Request and evidence of payment by Tenant for all costs which are payable in connection with the Seventh Amendment Alterations. Any such Draw Request shall constitute a representation by Tenant that the Seventh Amendment Alterations (which are subject to the Draw Request) have been completed in a good and workmanlike manner. Tenant must submit the final Draw Request, if at all, on or before

December 31, 2013 (" Draw Request Deadline "). Any undisbursed amount of the Allowance following the Draw Request Deadline shall be automatically converted, without further action by Tenant, to a credit against monthly installments of Base Rent next coming due under the Lease.

6. Base Rent . Prior to the Effective Date, Tenant shall continue to pay monthly installments of Base Rent for the 35 ^th Floor Expansion Space as provided in the Lease. Base Rent for both the 34 ^th Floor Expansion Space and the 35 ^th Floor Expansion Space shall be calculated separate and apart from the Base Rent payable for the Original Premises, the 28 ^th Floor Expansion Space, and the Second Amendment Expansion Space during the 34 ^th Floor Term and the 35 ^th Floor Term, respectively. Effective as of the Effective Date, Base Rent for both the 34 ^th Floor Expansion Space and the 35 ^th Floor Expansion Space shall be as set forth in the following schedule:



Period	Monthly Base Rent for the 34th Floor Expansion Space	Monthly Base Rent for the 35th Floor Expansion Space	Aggregate Monthly Base Rent for the 34th and 35th Floor Expansion Spaces	Annual Base Rental Rate per RSF
ED – 10/13/13*	$50,403.00**	$50,403.00**	$100,806.00	$36.00
11/1/13 – 10/31/14	$51,915.09	$51,915.09	$103,830.18	$37.08
11/1/14 – 10/31/15	$53,472.54	$53,472.54	$106,945.08	38.19
11/1/15 – 9/30/16	$55,076.72	$55,076.72	$110,153.44	39.34

*Base Rent shall be prorated for any partial month in which the Effective Date occurs.

**Notwithstanding the foregoing, provided Tenant is not in default under the Amended Lease beyond any applicable notice and cure period, Landlord hereby agrees to abate Tenant's obligation to pay monthly installments of Base Rent for both the 34th Floor Expansion Space and the 35 ^th Floor Expansion Space during the first two (2) full calendar months following the Effective Date (such total amount of abated Base Rent being hereinafter referred to as the " Abated Amoun t"). For example, if the Effective Date is October 30, 2012, monthly installments of Base Rent for both the 34th Floor Expansion Space and the 35 ^th Floor Expansion Space shall be abated during the months of November and December, 2012. During such abatement period, Tenant will still be responsible for the payment of all other monetary obligations under the Amended Lease. Tenant acknowledges that any material default by Tenant, beyond any applicable notice and cure periods, will cause Landlord to incur costs not contemplated hereunder, the exact amount of such costs being extremely difficult and impracticable to ascertain . Therefore, should Landlord at any time terminate the Amended Lease as a result of a material default beyond applicable cure periods, then, in addition to all of Landlord's other rights and remedies, the total unamortized sum of the Abated Amount (amortized on a straight-line basis over the 34 ^th Floor Term) so conditionally excused shall become immediately due and payable by Tenant to Landlord; provided, however, Tenant acknowledges and agrees that nothing in this subsection is intended to limit any other remedies available to Landlord at law or in equity under applicable law (including, without limitation, the remedies under Civil Code Section 1951.2 and/or 1951.4, and any successor statutes or similar laws), in the event Tenant defaults under the Amended Lease beyond any applicable notice and cure period and Landlord terminates the Amended Lease.

7. Tenant's Share . During the 34 ^th Floor Lease Term, Tenant's Share of increases in Direct Expenses for the 34 ^th Floor Expansion Space and Tenant's obligations to pay Tenant's Share of increases in Direct Expenses for the 34 ^th Floor Expansion Space shall be calculated separate and apart from the Existing Premises, shall be equal to 2.766% (calculated by dividing 16,801 rentable square feet within the

34 ^th Floor Expansion Space by 607,517 rentable square feet in the Building [excluding the existing retail portion of the Real Property located outside the retail/office tower portion of the Building]), and shall be billed together with Tenant's Share of increases in Direct Expenses for the 35 ^th Floor Expansion Space. During the 35 ^th Floor Extended Term, Tenant's Share of increases in Direct Expenses for the 35 ^th Floor Expansion Space and Tenant's obligations to pay Tenant's Share of increases in Direct Expenses for the 35 ^th Floor Expansion Space shall remain at 2.766% (as calculated in the Fourth Amendment).

8. Annual Direct Expense Allowance . The Annual Direct Expense Allowance for the 34 ^th Floor Expansion Space shall be the amount of Direct Expenses for the calendar year 2013 calculated in accordance with Section 4.2 of the Original Lease . In addition, notwithstanding anything to the contrary in the Lease, the Annual Direct Expense Allowance for the 35 ^th Expansion Space is hereby amended and revised, effective as of the Effective Date, to be the amount of Direct Expenses for the calendar year 2013 calculated in accordance with Section 4.2 of the Original Lease.

9. Option to Extend . Landlord hereby grants to Tenant one option (the " Seventh Amendment Extension Option ") to extend either or both the 34 ^th Floor Lease Term for the 34 ^th Floor Expansion Space and/or the 35 ^th Floor Lease Term for the 35 ^th Floor Expansion Space for one (1) additional period of one (1) year (the " Seventh Amendment Option Term "), on the same terms, covenants and conditions as provided for in the Amended Lease, except for monthly installments of Base Rent, which shall be $56,729.02 per month for the 34 ^th Floor Expansion Space, $56,729.02 per month for the 35 ^th Floor Expansion Space, or $113,458.04 per month in the aggregate for both the 34 ^th Floor Expansion Space and the 35 ^th Floor Expansion Space, as applicable. The Seventh Amendment Extension Option must be exercised, if at all, by written notice (" Extension Notice ") delivered by Tenant to Landlord, specifying that Tenant is exercising the Seventh Amendment as to just the 34 ^th Floor Expansion Space, just the 35 ^th Floor Expansion Space, or both the 34 ^th Floor Expansion Space and the 35 ^th Floor Expansion Space, no later than December 31, 2015. The Extension Option shall, at Landlord's sole option, not be deemed to be properly exercised if, at the time the Extension Option is exercised or on the scheduled commencement date for the Seventh Amendment Option Term, Tenant has (a) committed an uncured event of default whose cure period has expired (or if Tenant would be in default but for the passage of time, the giving of notice or both), (b) assigned all or any portion of the Amended Lease as to the 34 ^th Floor Expansion Space or the 35 ^th Floor Expansion Space, as applicable, or its interest therein, or (c) sublet all or any portion of the 34 ^th Floor Expansion Space or the 35 ^th Floor Expansion Space, as applicable; provided, however, that (b) and (c) in preceding sentence shall not be applicable to any assignment or subletting of all or a portion of the 34 ^th Floor Expansion Space or the 35 ^th Floor Expansion Space, as applicable, to an Affiliate as set forth in Section 14.5 of the Original Lease. Provided Tenant has properly and timely exercised the Seventh Amendment Extension Option, the 34 ^th Floor Lease Term and/or the 35 ^th Floor Lease Term, as applicable, shall be extended by the Seventh Amendment Option Term , and all terms, covenants and conditions of the Amended Lease shall remain unmodified and in full force and effect, except that the monthly installments of Base Rent shall be as set forth above.

10. Brokers . Landlord and Tenant each hereby represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Seventh Amendment other than Jones Lang LaSalle, representing Landlord, and CBRE, Inc., representing Tenant (collectively, the " Brokers "), and that it knows of no other real estate broker or agent who is entitled to a commission in connection with this Seventh Amendment. Landlord and Tenant shall indemnify, defend and hold the other harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments and costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission, compensation or fees claimed by any broker or agent (other than the Brokers) in connection with this Seventh Amendment or its negotiation by reason of any act of the indemnifying party.

11. Authority. Each signatory of this Seventh Amendment on behalf of Tenant represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

12. No Other Modification. Landlord and Tenant agree that except as otherwise specifically modified in this Seventh Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Seventh Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Seventh Amendment, the terms and conditions of this Seventh Amendment shall apply and govern the parties. This Seventh Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Seventh Amendment as of the date set forth above.

TENANT:

UNION BANK, N.A.,

a national association


By:	/s/ Larry W. Lawrence


Name:	Larry W. Lawrence


Title:	Senior Vice President Corporate Real Estate Union Bank, N.A.


By:	/s/ Tamsin Kendall


Name:	Tamsin Kendall


Title:	AVP

LANDLORD:

KBSII 445 SOUTH FIGUEROA, LLC,

a Delaware limited liability company


By:	KBS Capital Advisors, LLC, a

Delaware limited liability company,

its authorized agent


By:	/s/ Authorized Signatory


Its:	SVP

Exhibit 10.5

EIGHTH AMENDMENT TO OFFICE/RETAIL LEASE

This EIGHTH AMENDMENT TO OFFICE/RETAIL LEASE (this " Eighth Amendment ") is dated for reference purposes only as of May 30, 2014 (the " Effective Date " or " ED "), by and between KBSII 445 SOUTH FIGUEROA, LLC, a Delaware limited liability company (" Landlord "), and UNION BANK, N.A., a national banking association, formerly known as Union Bank of California, N.A. (" Tenant ").

R E C I T A L S :

A. Hines VAF UB Plaza, L.P., a Delaware limited partnership, as landlord (the " Original Landlord "), and Tenant, as tenant, entered into that certain Office/Retail Lease dated as of October 8, 2008 (the " Original Lease "), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain space as more particularly described in the Lease (the " Original Premises ") in that certain building located at 445 South Figueroa Street, Los Angeles, California 90071.

B. Original Landlord and Tenant entered into that certain First Amendment to Office/Retail Lease dated as of November 17, 2008 (the " First Amendment "), pursuant to which the parties (i) expanded the Original Premises to include the 28th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, all as more particularly described in the First Amendment.

C. Original Landlord and Tenant entered into that certain Second Amendment to Office/Retail Lease dated as of July 10, 2009 (the " Second Amendment "), pursuant to which the parties (i) expanded the Original Premises and the 28th Floor Expansion Space to include the Second Amendment Expansion Space, and (ii) otherwise modified the terms of the Original Lease and the First Amendment, all as more particularly described in the Second Amendment.

E. Original Landlord and Tenant entered into that certain Fourth Amendment to Office/Retail Lease dated as of August 10, 2010 (the " Fourth Amendment "), pursuant to which the parties (i) expanded the Original Premises, the 28th Floor Expansion Space and the Second Amendment Expansion Space to include the 35th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, the First Amendment, the Second Amendment and the Third Amendment, all as more particularly described in the Fourth Amendment.

H. Landlord and Tenant entered into that certain Seventh Amendment to Office/Retail Lease dated as of November 14, 2012 (the " Seventh Amendment "), pursuant to which the parties (i) expanded

the Existing Premises to include the 34th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, all as more particularly described in the Seventh Amendment.

I. The Original Lease, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, and Seventh Amendment are collectively referred to herein as the " Lease ." The Original Premises, 28th Floor Expansion Space, Second Amendment Expansion Space, 35th Floor Expansion Space, and 34th Floor Expansion Space are sometimes collectively referred to herein as the " Existing Premises ." Landlord is the successor-in-interest to Original Landlord as " Landlord " under the Lease.

J. Capitalized terms which are used in this Eighth Amendment without definition have the meanings given to them in the Lease.

K. The parties now desire to amend the terms of the Lease to (i) expand the Existing Premises by 24,475 rentable square feet to include that certain space containing approximately 16,354 rentable square feet known as Suite 2700 and comprising the entire rentable area of the twenty-seventh (27th) floor of the Building, as depicted on Exhibit A attached hereto, and that certain space containing approximately 8,121 rentable square feet known as Suite 2600 on the twenty-sixth (26th) floor of the Building, as depicted on Exhibit A-1 attached hereto (the " Suite 2600 and 2700 Expansion Space "); and (ii) otherwise modify the Lease, all upon the terms and conditions hereinafter provided.

A G R E E M E N T :

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained in this Eighth Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Expansion of Existing Premises . The " Premises " leased by Tenant under the Lease shall be expanded and redefined to include the Suite 2600 and 2700 Expansion Space for the period (the " Suite 2600 and 2700 Lease Term ") commencing upon the Effective Date (the " Suite 2600 and 2700 Commencement Date ") and expiring on January 31, 2022 (the " Suite 2600 and 2700 Expiration Date "). This Eighth Amendment will go into effect when executed by Landlord and Tenant, but Tenant will not have to pay Rent for the Suite 2600 and 2700 Expansion Space until the Rent Commencement Date, as defined and qualified in Section 7(b) and Section 10 of Exhibit B, and the Suite 2600 and 2700 Expansion Space shall be leased on the same terms and conditions set forth in the Lease, subject to the modifications set forth in this Eighth Amendment. Landlord and Tenant hereby agree and have verified that the rentable area of the Suite 2600 and 2700 Expansion Space (as set forth in Recital K above) has been calculated in accordance with 1996 BOMA, and is not subject to adjustment or re-measurement by Landlord or Tenant. Notwithstanding the expansion and redefinition of the Premises to include the Suite 2600 and 2700 Expansion Space as provided hereinabove:

(a) To avoid confusion, the parties specifically agree that the provisions of Sections 4.3.4 and 14.7 of the Original Lease shall continue to be applicable to the Suite 2600 and 2700 Expansion Space;

(b) Tenant shall not have any right to terminate the Lease as amended by this Eighth Amendment (the " Amended Lease ") with respect to the entire Premises pursuant to Sections 11.2, 13.1 or 19.7.2 of the Original Lease (and Landlord shall not have such termination right with respect to the entire Premises pursuant to Sections 11.2 or 13.1 of the Original Lease) in the

event of any casualty damage, condemnation or Abatement Event, respectively, that pertains only to the Suite 2600 and 2700 Expansion Space, but each party shall retain their respective termination rights to terminate the Amended Lease as to the Suite 2600 and 2700 Expansion Space, only, if and to the extent such casualty damage, condemnation or Abatement Event affects such applicable space and otherwise satisfies the requirements for termination as set forth in Sections 11.2, 13.1 and/or 19.7.2, respectively, of the Original Lease.

(c) The Permitted Use for the Suite 2600 and 2700 Expansion Space shall be limited to Office Space Permitted Use, only; and

(d) Tenant shall not be entitled to exercise (A) Tenant's options to renew the Lease Term pursuant to Section 2.2 of the Original Lease with respect to the Suite 2600 and 2700 Expansion Space, or (B) Tenant's option to terminate the Lease pursuant to Section 2.4 of the Original Lease with respect to the Suite 2600 and 2700 Expansion Space, it being understood that such options to renew and terminate shall not apply to Suites 2600 and 2700, but Tenant may renew pursuant to Section 7 below.

2. Condition of Suite 2600 and 2700 Expansion Space . Except as specifically set forth in this Eighth Amendment and in the Work Letter attached as Exhibit B hereto, Tenant shall accept the Suite 2600 and 2700 Expansion Space and the Building, including the base, shell, and core of (i) the Suite 2600 and 2700 Expansion Space, and (ii) the floor of the Building on which the Suite 2600 and 2700 Expansion Space is located (collectively, the " Base, Shell, and Core ") in their "AS-IS" condition as of the Suite 2600 and 2700 Commencement Date and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Suite 2600 and 2700 Expansion Space. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Suite 2600 and 2700 Expansion Space, the Building or the Real Property except as specifically set forth in this Eighth Amendment and the Work Letter. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Eighth Amendment neither the Suite 2600 and 2700 Expansion Space nor the Building has undergone inspection by a Certified Access Specialist. Landlord represents to Tenant that, notwithstanding the foregoing, prior to delivery of the Suite 2600 and 2700 Expansion Space to Tenant, Landlord shall abate, including by encapsulating if necessary, all existing asbestos containing materials (" ACM ") from all of the Suite 2600 and 2700 Expansion Space located on the twenty-sixth (26th) floor and twenty-seventh (27th) floor (" Landlord's Work ").

3. Contingency . Notwithstanding the foregoing, Tenant hereby expressly acknowledges and agrees that an existing third-party tenant (the " Existing Tenant ") is currently occupying a portion of the Suite 2600 and 2700 Expansion Space located on the twenty-seventh (27th) floor of Premises (the " 27th Floor Space ") and is scheduled to vacate and surrender the 27th Floor Space to Landlord on or before October 31, 2014, and Landlord will not be able to commence Landlord's Work and deliver the Suite 2600 and 2700 Expansion Space to Tenant until after the Existing Tenant vacates and surrenders the 27th Floor Space to Landlord. Landlord agrees not to consent to the Existing Tenant's holdover in the 27th Floor Space and not to extend the term of the lease for the space occupied by the Existing Tenant and Landlord shall institute unlawful detainer proceedings against the Existing Tenant if such Existing Tenant does not vacate such space by December 1, 2014. Notwithstanding anything to the contrary contained in this Eighth Amendment, but subject to Landlord complying with Section 7(a) of Exhibit B , in no event shall Landlord be in default or breach, nor liable for damages hereunder, if the Existing Tenant fails to timely deliver the 27th Floor Space to Landlord and such delay delays completion of Landlord's Work and delivery of the 27th Floor Space to Tenant.

4. Base Rent . Base Rent for the Suite 2600 and 2700 Expansion Space shall be calculated separate and apart from the Base Rent payable for the Original Premises, the 28th Floor Expansion Space, the Second Amendment Expansion Space, the 34th Floor Expansion Space and the 35th Floor Expansion Space during the Suite 2600 and 2700 Lease Term. Effective as of the Rent Commencement Date (as defined and qualified in Sections 7(b) and 10 of the Work Letter), Base Rent for the Suite 2600 and 2700 Expansion Space shall be as set forth in the following schedule:



Months/Period Commencing on the Rent Commencement Date	Annual Base Rent	Monthly Installments of Base Rent	Annual Rental Rate per Rentable Square Foot
1 – 12*	$881,100.00	$73,425.00	$36.00
13 – 24	$907,533.00	$75,627.75	$37.08
25 – 36	$934,700.25	$77,891.69	$38.19
37 – 48	$962,846.50	$80,237.21	$39.34
49 – 60	$991,727.00	$82,643.92	$40.52
61 – 72	$1,021,341.75	$85,111.81	$41.73
73 until the Lease Termination Date	$1,052,180.25	$87,681.69	$42.99

*Gross Base Rent shall be prorated for any partial month in which the Rent Commencement Date occurs.

Notwithstanding the foregoing, Landlord hereby agrees to abate in full Tenant's obligation to pay the Base Rent and Direct Expenses due during the second (2nd) through eighth (8th) full calendar months starting on the first day of the first full month following the Rent Commencement Date (the " Abatement Months ") (such amount of abated Base Rent and Direct Expenses being hereinafter collectively referred to as the " Abated Amount "). During such Abatement Months, Tenant will still be responsible for the payment of all other monetary obligations due under the Amended Lease.

The anticipated Rent Commencement Date of May 1, 2015 shall be extended one (1) day for each day Tenant is actually delayed in designing, permitting and constructing its Tenant Improvements in, and moving into, Suite 2600 and Suite 2700 because of Landlord Delays or Force Majeure Events as set forth in Exhibit B but not beyond the date Tenant commences business operations from Suite 2600 and Suite 2700 but in no event will the Rent Commencement Date occur earlier than May 1, 2015.

5. Tenant's Share . During the Suite 2600 and 2700 Lease Term, Tenant's Share of increases in Direct Expenses for the Suite 2600 and 2700 Expansion Space and Tenant's obligations to pay Tenant's Share of increases in Direct Expenses for the Suite 2600 and 2700 Expansion Space shall be calculated and billed to Tenant separate and apart from the Existing Premises and shall be equal to 4.029% (calculated by dividing 24,475 rentable square feet within the Suite 2600 and 2700 Expansion Space by 607,517 rentable square feet in the Building [excluding the existing retail portion of the Real Property located outside the retail/office tower portion of the Building]).

6. Annual Direct Expense Allowance . The Annual Direct Expense Allowance for the Suite 2600 and 2700 Expansion Space shall be the amount of Direct Expenses for the calendar year 2015 calculated in accordance with Section 4.2 of the Original Lease. Provided, however, under no circumstances will Tenant be required to pay for Direct Expenses for the first twelve (12) months following the Rent Commencement Date.

7. Option to Extend .

7.1 Extension Options . Provided Tenant is not in default under Section 19.1 of the Amended Lease on either the date of Tenant giving an Extension Notice (defined below) or on the commencement date of the relevant Option Term (each an " Option Term Commencement Date "), Tenant shall have two (2) options to extend the Suite 2600 and 2700 Lease Term (each an " Extension Option ") beyond the Lease Expiration Date for an additional period of five (5) years each (each, an " Option Term "). The applicable Extension Option shall be exercisable by Tenant giving written exercise notice thereof (" Extension Notice ") to Landlord a minimum of nine (9) months, but not more than twelve (12) months, prior to the expiration of the then current Suite 2600 and 2700 Lease Term.

7.1.1 If Tenant elects to exercise an Extension Option, such Extension Option must be exercised as to the entire Suite 2600 and 2700 Expansion Space collectively, or as to either of the entire Suite 2600 or as to the entire Suite 2700 space as then leased by Tenant under the Amended Lease as of the date Tenant delivers Tenant's Extension Notice to Landlord.

7.1.2 The Base Rent payable hereunder for the Suite 2600 and 2700 Expansion Space during each Option Term shall be adjusted as of each Option Term Commencement Date to an amount equal to the Fair Market Rental Rate for the Suite 2600 and 2700 Expansion Space at that time, calculated on a per rentable square foot basis and multiplied by the number of rentable square feet of the Suite 2600 and 2700 Expansion Space. The Fair Market Rental Rate for each Option Term shall be determined in accordance with the provisions and the time line set forth in Section 7.2 below.

7.1.3 Tenant shall pay Additional Rent during each of the Option Terms as to which an Extension Option is exercised, in accordance with the provisions of the Amended Lease, subject to the adjustment in the Base Year, if any, determined in connection with the determination of the Fair Market Rental Rate under Section 7.2 below.

7.1.4 Each Extension Option set forth in this Section 7.1 is personal to the Original Tenant and any Affiliate to which such Extension Option has been assigned, and may not be assigned, transferred or conveyed to, or exercised by, any other party.

7.2 Fair Market Rental Rate .

7.2.1 Exclusive Procedure . The Fair Market Rental Rate for the Option Terms and for any Right of First Offer shall be determined pursuant to the provisions of this Section 7.2 . Tenant and Landlord shall have no further right to appraisal and shall be obligated to accept the rate as determined hereby.

7.2.2 Definition . The phrase " Fair Market Rental Rate " shall mean the fair market value annual rental rate per square foot of rentable area as defined, conditioned and determined in accordance with Sections 2.3.2 and 2.3.3 of the Original Lease.

8. Right of First Offer .

8.1 Grant of Option; Conditions . Tenant shall have an ongoing right of first offer to lease (the " Right of First Offer ") any separately demised space on the twenty-sixth (26th) floor of the Building (the " ROFO Space "). Tenant's Right of First Offer shall be exercised as follows: within thirty (30) days after Landlord has determined that an existing tenant in all or any portion

of the ROFO Space will not extend or renew the term of its lease for such portion of the ROFO Space (but prior to leasing such ROFO Space to a party other than the existing tenant), Landlord shall deliver written notice to Tenant (the " ROFO Notice ") of the terms under which Landlord is prepared to lease such portion of the ROFO Space to Tenant for the remainder of the Suite 2600 and 2700 Lease Term, which terms shall reflect the Fair Market Rental Rate (as defined in Section 7.2.2 above) for such ROFO Space as reasonably determined by Landlord and taking into account the then remaining length of the Suite 2600 and 2700 Lease Term. Tenant may lease such ROFO Space in its entirety only, and for the remainder of the Suite 2600 and 2700 Lease Term only, under such terms, by delivering written notice of exercise to Landlord (the " Notice of Exercise ") within five (5) days after the date of the ROFO Notice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with a ROFO Notice, if:

8.1.1 Tenant is in default under Section 19.1 of the Lease at the time that Landlord would otherwise deliver the ROFO Notice; or

8.1.2 Intentionally omitted; or

8.1.3 the Lease has been assigned (other than pursuant to a Permitted Transfer as set forth in Section 14.7 of the Lease) prior to the date Landlord would otherwise deliver the ROFO Notice; or

8.1.4 Tenant and/or an Affiliate is occupying less than eighty-five percent (85%) of the rentable area of the Premises inclusive of the Suite 2600 and 2700 Expansion Space (not including any portion of the Suite 2600 and 2700 Expansion Space recaptured by Landlord pursuant to the Amended Lease), on the date Landlord would otherwise deliver the ROFO Notice; or

8.1.5 Tenant and/or an Affiliate does not intend to use the ROFO Space for Tenant's and/or an Affiliate's exclusive use during the Suite 2600 and 2700 Lease Term; or

8.1.6 Intentionally omitted.

8.2 Terms for ROFO Space .

8.2.1 The term for the ROFO Space shall commence upon the commencement date stated in the ROFO Notice and shall terminate coterminously with the Term of the Lease for the Suite 2600 and 2700 Expansion Space. Upon the commencement date stated in the ROFO notice, such ROFO Space shall be considered a part of the Suite 2600 and 2700 Expansion Space, provided that all of the terms stated in the ROFO Notice shall govern Tenant's leasing of the ROFO Space and only to the extent that they do not conflict with the ROFO Notice, the terms and conditions of the Amended Lease shall apply to the ROFO Space.

8.2.2 Tenant shall pay Base Rent and Rent for the ROFO Space in accordance with the terms and conditions of the ROFO Notice, which terms and conditions shall reflect the Fair Market Rental Rate for the ROFO Space as determined in Landlord's reasonable judgment.

8.2.3 The ROFO Space (including improvements and personalty, if any) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the ROFO Space or as of the date the term for such ROFO Space commences, unless the ROFO Notice specifies any work to be performed by Landlord in the ROFO Space, in which case Landlord shall perform such work in the ROFO Space. If Landlord

is delayed delivering possession of the ROFO Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space, and the commencement of the term for the ROFO Space shall be postponed until the date Landlord delivers possession of the ROFO Space to Tenant free from occupancy by any party.

8.3 Termination of Right of First Offer . The rights of Tenant hereunder with respect to all ROFO Space shall terminate on (i) the date that is twenty-four (24) months prior to the Lease Expiration Date as such date may be extended if Tenant exercises its Option To Extend under Section 7 above; or (ii) the date Landlord would have provided Tenant a ROFO Notice if Tenant had not been in default under Section 19.1 of the Lease.

8.4 ROFO Amendment . If Tenant exercises its Right of First Offer, Landlord shall prepare an amendment (the " ROFO Amendment ") adding the ROFO Space to the Suite 2600 and 2700 Expansion Space on the terms set forth in the ROFO Notice and reflecting the changes in the Base Rent, rentable square footage of the Suite 2600 and 2700 Expansion Space, Tenant's Share and other terms that the parties mutually agree are appropriate. A copy of the ROFO Amendment shall be sent to Tenant within a reasonable time after Landlord's receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the ROFO Amendment to Landlord within fifteen (15) days thereafter, but an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the ROFO Amendment is executed.

8.5 Rights Personal . The Right of First Offer is personal to the Original Tenant and any Affiliate to which such Right of First Offer has been assigned, and may not be assigned, transferred or conveyed to, or exercised by, any other party.

8.6 Ongoing Right . If Tenant does not exercise its Right of First Offer, then Landlord may request in writing as to whether (a) Tenant has no interest in leasing the ROFO Space at any lease rate or (b) Tenant would be interested in leasing the ROFO Space if the lease rate were less than 95% of the rate contained in the ROFO Notice Premises. If Tenant shall respond as provided in subpart (a), Landlord shall be free to lease the ROFO Space on any terms acceptable to Landlord. If Tenant responds as provided in subpart (b), Landlord may not lease all or any part of the space designated in the ROFO Notice on terms that are less than 95% if the terms set forth in the ROFO Notice without first reoffering such space to Tenant in accordance with this Section 8 .

9. Additional and Current Tenant Signs . Landlord shall provide to Tenant, at Tenant's sole cost and expense Building standard suite entry and directory board identity signs identifying the name of Tenant and/or any Affiliate occupying the Suite 2600 and 2700 Expansion Space. In addition to the foregoing, provided that Tenant is not in default under Section 19.1 of the Lease and Tenant or an Affiliate occupies no less than eighty-five (85%) of the Suite 2600 and 2700 Expansion Space, and subject to Landlord's prior reasonable approval, rights of existing tenants, the sign criteria for the Building, all covenants, conditions, and restrictions affecting the Project and all applicable laws, rules, regulations, and local ordinances, and subject to Landlord or Tenant obtaining all necessary permits and approvals from the City of Los Angeles, Tenant shall also have the non-exclusive right, at Tenant's sole cost and expense, to have its name and/or its Affiliate's name placed on one panel of the monument sign for the Building located adjacent to Fifth Street (" Monument Sign "), provided Tenant shall not have the right to have two (2) panels on the Monument Sign bearing the same name (i.e., must be two different names), Tenant acknowledging that Tenant already has one sign panel on the Monument sign for its own name. The location of Tenant's Affiliate's panel on the Monument Sign will be determined by Landlord. Tenant shall be solely responsible for payment of all costs and expenses arising from the Building Sign and Tenant's panel on the Monument Sign, including, without limitation, all design, fabrication and

permitting costs, license fees, installation, maintenance, repair and removal costs. Tenant is granted the right at its sole cost and expense to change all of its signage as necessary to reflect any new name, logo, lettering or coloring of its name or the name of its Affiliate.

Landlord shall maintain and repair all of Tenant's signs at Tenant's expense. Upon the expiration or earlier termination of the Amended Lease, Landlord shall, at Tenant's sole cost and expense (except as otherwise set forth hereinabove or in the Lease), (i) cause all of Tenant's signs to be removed from the exterior and interior of the Building and the Common Areas, (ii) repair any damage caused by the removal of Tenant's signs, and (iii) restore the underlying surfaces to the condition existing prior to the installation of Tenant's signs.

The sign rights granted herein are personal to the original Tenant and any Affiliate (subject to the limitations expressed herein), and may not be assigned, voluntarily or involuntarily, to any person or entity except as permitted by Article 23 of the Lease. The rights granted to the original Tenant hereunder are not assignable separate and apart from the Lease, nor may any right granted herein be separated from the Lease in any manner, either by reservation or otherwise, except as permitted by Article 23 of the Lease.

10. Tenant Parking . Tenant shall have the right, but not the obligation, to rent, on a monthly basis throughout the Suite 2600 and 2700 Lease Term, twenty-four (24) unreserved parking privileges in the Building Parking Area. All of the parking privileges leased by Tenant pursuant to this section shall be provided by Landlord, or at the option of Landlord, by a parking operator designated by Landlord (the "Operator"). Tenant shall pay to Landlord (or to the Operator) for the use of such parking privileges so leased by Tenant pursuant to this section, on a monthly basis throughout the Suite 2600 and 2700 Lease Term, the prevailing monthly parking rates charged from time to time by Landlord (or the Operator) for unreserved parking privileges within the Building Parking Area (plus applicable parking taxes). The current rate for reserved parking spaces is Four Hundred Three and 76/100 Dollars ($403.76) per space per month and the current rate for unreserved parking spaces is Two Hundred Eighty-Eight Dollars and 40/100 ($288.40) per space per month

11. Non-Disturbance . Concurrently with Landlord's execution of this Lease and delivery of a signed counterpart to Tenant, Landlord shall deliver to Tenant a letter from Landlord's lender in form reasonably satisfactory to Tenant pursuant to which Landlord's lender will acknowledge that the existing subordination, non-disturbance and attornment agreement ("SNDA") previously executed by Landlord, Tenant and Landlord's lender remains in full force and effect and applies to the Lease as previously amended including as amended by this Eight Amendment.

12. Brokers . Landlord and Tenant each hereby represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Eighth Amendment other than Jones Lang LaSalle, representing Landlord, and Cassidy Turley, representing Tenant (collectively, the " Brokers "), and that it knows of no other real estate broker or agent who is entitled to a commission in connection with this Eighth Amendment. Landlord and Tenant shall indemnify, defend and hold the other harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments and costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission, compensation or fees claimed by any broker or agent (other than the Brokers) in connection with this Eighth Amendment or its negotiation by reason of any act of the indemnifying party.

13. Authority . Each signatory of this Eighth Amendment on behalf of Tenant and Landlord represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

14. Affiliate . Notwithstanding anything in the Lease to the contrary, the term " Affiliate " shall be deemed to also include any entity under the control of, or under the common control of, Mitsubishi UFJ Financial Group, Inc.

15. No Other Modification . Landlord and Tenant agree that except as otherwise specifically modified in this Eighth Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Eighth Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Eighth Amendment, the terms and conditions of this Eighth Amendment shall apply and govern the parties. This Eighth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment.

16. Notices . All notices to be provided to Tenant pursuant to the Lease shall be delivered to the following addresses:

Union Bank c/o CBRE, Inc.

Portfolio Administration Services

5100 Poplar Avenue, Suite 1000

Memphis, TN 38137

With a copy to:

Union Bank, N.A.

Office of General Counsel

400 California Street, 16th Floor

San Francisco, CA 94104

With a copy to:

Union Bank-Corporate Real Estate

Real Estate Manager (MC H-1RE)

350 California Street, Mezzanine

San Francisco, CA 94104

17. SDN List . Landlord and Tenant each hereby represent and warrant that neither party nor any officer, director, employee, partner, member or other principal of such party is listed as a Specially Designated National and Blocked Person (" SDN ") on the list of such persons and entities issued by the U.S. Treasury Office of Foreign Assets Control (" OFAC ").

[NO FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of the date set forth above.

TENANT:

UNION BANK, N.A.,

a national banking association


By:	/s/ Larry W. Lawrence


Name:	Larry W. Lawrence


Title:	Senior Vice President Corporate Real Estate Union Bank, N.A.


By:	/s/ Cynthia C. Rock


Name:	Cynthia C. Rock


Title:	Senior Vice President Corporate Real Estate Union Bank, N.A.

LANDLORD:

KBSII 445 SOUTH FIGUEROA, LLC,

a Delaware limited liability company


By:	KBS Capital Advisors, LLC, a

Delaware limited liability company,

its authorized agent


By:	/s/ Tim Helgeson


Name:	Tim Helgeson


Its:	SVP

June 5, 2014

EXHIBIT A

DEPICTION OF SUITE 2700

EXHIBIT A-1

DEPICTION OF SUITE 2600

EXHIBIT "B"

WORK LETTER

[TENANT BUILD W/ALLOWANCE]

1. TENANT IMPROVEMENTS . As used in the Eighth Amendment and this Work Letter, the term "Tenant Improvements" or " Tenant Improvement Work " or " Tenant's Work " means those items of general tenant improvement construction shown on the Final Plans (described in Section 4 below), more particularly described in Section 5 below.

2. DESIGN PROBLEM AND APPROVED TIME PERIODS . Landlord agrees that the Space Plans and Final Plans, as defined in Sections 4(a) and 4(b) below, may be submitted at one or more times and in one or more parts, each time by notice to Landlord, and that Landlord will (x) not withhold its consent to each submission except to the extent a Design Problem, as defined in Section 8.1 of the Original Lease, exists and (y) shall respond to each request for approval within ten (10) days of receipt of notice requesting such consent or approval. Prior to commencing construction, Tenant will deliver to Landlord, for Landlord's review and approval, a schedule (" Work Schedule "), which will set forth the timetable for the planning and completion of the installation of the Tenant Improvements.

3. CONSTRUCTION REPRESENTATIVES . Landlord hereby appoints the following person(s) as Landlord's representative (" Landlord's Representative ") to act for Landlord in all matters covered by this Work Letter: Charles Stennett. Tenant hereby appoints the following person(s) as Tenant's representative (" Tenant's Representative ") to act for Tenant in all matters covered by this Work Letter: Heather Sturtz. All communications with respect to the matters covered by this Work Letter are to be made to Landlord's Representative or Tenant's Representative, as the case may be, in writing in compliance with the notice provisions of the Lease. Either party may change its representative under this Work Letter at any time by written notice to the other party in compliance with the notice provisions of the Lease.

4. TENANT IMPROVEMENT PLANS .

(a) Preparation of Space Plans . Landlord agrees to meet with Tenant's architect and/or space planner for the purpose of promptly reviewing preliminary space plans for the layout of the Suite 2600 and 2700 Expansion Space prepared by Tenant and for improvements (the " Common Improvements ") to the men's and women's building standard restrooms on the 26 ^th and 27 ^th floors and in constructing a building standard corridor on the 26 ^th floor which shall conform to Landlord's new building standard restroom, elevator lobby and corridor 37 ^th floor plans (collectively, the " Space Plans "). The Space Plans are to be sufficient to convey the architectural design of the Suite 2600 and 2700 Expansion Space and Common Improvements and layout of the Tenant Improvements therein and are to be submitted to Landlord by notice in accordance with the Lease. If Landlord disapproves any aspect of the Space Plans because a Design Problem exists or with respect to the Common Improvements for deviation from Landlord's 37 ^th floor standards, Landlord will advise Tenant in writing of such disapproval and the reasons therefor why a Design Problem or such deviation exists. Tenant will then submit to Landlord for Landlord's approval a redesign of the Space Plans incorporating the revisions reasonably required by Landlord to the extent necessary to eliminate the Design Problem or deviation from the 37 ^th floor standards. In addition to the Allowance, Landlord hereby grants to Tenant an allowance to be applied towards the cost of preparing the Space Plans in the amount of up to $3,671.25 (the " Space Planning Allowance ").

(b) Preparation of Final Plans . Tenant's architect will prepare complete architectural plans, drawings and specifications and complete engineered mechanical, structural and electrical working

Exhibit B Page 1

drawings for all of the Tenant Improvements for the Suite 2600 and 2700 Expansion Space and the Common Improvements (collectively, the " Final Plans ") . The Final Plans will show (a) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Suite 2600 and 2700 Expansion Space; (b) all internal and external communications and utility facilities which will require conduiting or other improvements from the base Building shell work and/or within common areas; (c) the Common Improvements consisting of men's and women's Building standard restrooms on the twenty-sixth (26 ^th ) and twenty-seventh (27 ^th ) floors of the Building and a Building standard corridor on the twenty-sixth (26 ^th ) floor of the Building in conformity with Landlord's 37 ^th floor standards; and (d) all other specifications for the Tenant Improvements. The Final Plans will be submitted to Landlord for signature to confirm that no Design Problem or deviation from the 37 ^th floor standards exists. If Landlord disapproves any aspect of the Final Plans because a Design Problem or deviation from the 37 ^th floor standards exists, Landlord agrees to advise Tenant in writing of such disapproval and the reasons why a Design Problem or deviation from the 37 ^th floor standards exists. To the extent a Design Problem or deviation from the 37 ^th floor standards exists, Tenant will then cause Tenant's architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to eliminate the Design Problem or deviation from the 37 ^th floor standards. Concurrently with Landlord's approval of the Final Plans, Landlord will identify those portions of the Tenant Improvements, if any, that Landlord will require Tenant to remove upon the expiration or earlier termination of the Eighth Amendment, and Tenant shall remove such portions of the Tenant Improvements upon the expiration or earlier termination of the Eighth Amendment subject to and only to the extent required by the terms and conditions of Article 15 of the Original Lease.

(c) Requirements of Tenant's Final Plans . Tenant's Final Plans will include locations and complete dimensions, and the Tenant Improvements, as shown on the Final Plans, will: (i) be compatible with the Building shell and with the design, construction and equipment of the Building; (ii) if not comprised of the Building standards set forth in the written description thereof (the " Standards "), then compatible with and of at least equal quality as the Standards and approved by Landlord including as to the Common Improvements, Landlord's 37 ^th floor standards; (iii) comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations; and (iv) not require Building service beyond the level normally provided to other tenants in the Building unless Tenant agrees to pay for and absorb such extra costs and will not overload the Building floors.

(d) Submittal of Final Plans . Once approved by Landlord and Tenant, Tenant's architect will submit the Final Plans to the appropriate governmental agencies for plan checking and the issuance of a building permit. Tenant's architect, with Landlord's cooperation, will make any changes to the Final Plans which are required by the applicable governmental authorities to obtain the building permit. After approval of the Final Plans no further changes may be made without the prior written approval of Landlord, which may only be withheld to the extent a Design Problem exists.

(e) Changes to Shell of Building . If the Final Plans or any amendment thereof or supplement thereto shall require changes in the Building shell, the increased cost of the Building shell work caused by such changes will be paid for by Tenant or charged against the "Allowance" described in Section 5 below.

(f) Work Cost Estimate and Statement . Prior to the commencement of construction of any of the Tenant Improvements shown on the Final Plans, Tenant will submit to Landlord a written estimate of the cost to complete the Tenant Improvement Work, which written estimate will be based on the Final Plans taking into account any modifications which may be required to reflect changes in the Final Plans required by the City or County of Los Angeles (the " Work Cost Estimate "). Landlord will have the right to approve the Work Cost Estimate as to the Common Improvements only and to submit to

Exhibit B Page 2

Tenant revisions to the Final Plans to reflect deletions of and/or substitutions for such disapproved items which are inconsistent with the 37 ^th floor standards or to attain cost savings as reasonably desired by Landlord. Submission and approval of the Work Cost Estimate will proceed in accordance with the Work Schedule. Upon Landlord's approval of the Work Cost Estimate as to the Common Improvements (such approved Work Cost Estimate to be hereinafter known as the " Work Cost Statement "), Tenant will have the right to purchase materials and to commence the construction of the items included in the Work Cost Estimate pursuant to Section 6 hereof. If the total costs to construct the Tenant Improvements exceed the Allowance described in Section 5 below, Tenant agrees to pay such excess after the Allowance is exhausted.

5. PAYMENT FOR THE TENANT IMPROVEMENTS .

(a) Allowance . Landlord hereby grants to Tenant a tenant improvement allowance (the " Allowance ") comprised of (x) $55.00 per rentable square foot of the Suite 2600 and 2700 Expansion Space (i.e., $1,346,125.00, based on the Suite 2600 and 2700 Expansion Space consisting of approximately 24,475 rentable square feet) plus (y) an amount equal to the actual costs incurred by Tenant in designing, permitting and constructing a building standard elevator lobby and corridor on the 26 ^th floor, assuming that Tenant utilized building standard materials to do so, regardless of whether Tenant used better than building standard materials, and the Common Improvements in conformance with, and not to exceed, the 37 ^th floor standards. The Allowance is to be used only for:

(i) Payment of the cost of preparing the Space Plans and the Final Plans, including mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Plans. The Allowance will not be used for the payment of extraordinary design work not consistent with the scope of the Standards (i.e., above-standard design work) or for payments to any other consultants, designers or architects other than Landlord's architect and/or Tenant's architect.

(ii) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements.

(iii) Construction of the Tenant Improvements, including the Common Improvements, including, without limitation, the following:

(aa) Installation within the Suite 2600 and 2700 Expansion Space of all partitioning, doors, floor coverings, ceilings, wall coverings and painting, millwork and similar items;

(bb) All electrical wiring, lighting fixtures, outlets and switches, and other electrical work necessary for the Suite 2600 and 2700 Expansion Space;

(cc) The furnishing and installation of all duct work, terminal boxes, diffusers and accessories necessary for the heating, ventilation and air conditioning systems within the Suite 2600 and 2700 Expansion Space, including the cost of meter and key control for after-hour air conditioning;

(dd) Any additional improvements to the Suite 2600 and 2700 Expansion Space required for Tenant's use of the Suite 2600 and 2700 Expansion Space including, but not limited to, odor control, special heating, ventilation and air conditioning, noise or vibration control or other special systems or improvements;

(ee) All fire and life safety control systems such as fire walls, sprinklers , halon, fire alarms, including piping, wiring and accessories , necessary for the Suite 2600 and 2700 Expansion Space;

Exhibit B Page 3

(ff) All plumbing, fixtures , pipes and accessories necessary for the Suite 2600 and 2700 Expansion Space;

(gg) Testing and inspection costs; and

(hh) Fees and costs attributable to general conditions associated with the construction of the Tenant Improvements plus a construction management fee (" Construction Management Fee ") to cover the services of Landlord's tenant improvement coordinator in the amount of one and one-half percent (1.5%) of the greater of (i) the hard construction costs of the Tenant Improvements, or (ii) the Allowance.

(b) Excess Costs . The cost of each item referenced in Section 5(a) above shall be charged against the Allowance. If the work cost exceeds the Allowance, Tenant shall be solely responsible for payment of all excess costs, including the Construction Management Fee, which fee shall be paid to Landlord or deducted from the Allowance within five (5) business days after invoice therefor. In no event will the Allowance be used to pay for Tenant's furniture, artifacts, equipment, telephone systems or any other item of personal property which is not affixed to the Suite 2600 and 2700 Expansion Space.

(c) Changes . Any changes to the Final Plans will be approved by Landlord and Tenant in the manner set forth in Section 4 above. Tenant shall be solely responsible for any additional costs associated with such changes including the Construction Management Fee, which fee shall be paid to Landlord or deducted from the Allowance within five (5) business days after invoice therefor. Landlord will have the right to decline Tenant's request for a change to the Final Plans to the extent such changes create a Design Problem.

(d) Governmental Cost Increases . If increases in the cost of the Tenant Improvements as set forth in the Work Cost Statement are due to requirements of any governmental agency, Tenant shall be solely responsible for such additional costs including the Construction Management Fee, which fee shall be paid to Landlord within five (5) business days after invoice therefor; provided, however, that Landlord will first apply toward any such increase any remaining balance of the Allowance.

(e) Unused Allowance Amounts . Any unused portion of the Allowance upon completion of the Tenant Improvements will be available to Tenant at any time prior to the expiration of twelve (12) months after the Suite 2600 and 2700 Commencement Date, for subsequent Alterations to Suite 2600, 2700 or to any other space leased by Tenant in the Building, or, if Tenant so elects by notice to Landlord at any time after the expiration of the twelve (12) month period after the Suite 2600 and 2700 Commencement Date, against the Rents next due and owing under the Lease.

(f) Disbursement of the Allowance . Provided Tenant is not in default under Section 19.1 of the Lease Landlord shall disburse the Allowance to Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements in accordance with the following:

(i) Twenty-five percent (25%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to twenty-five percent (25%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

(ii) Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to fifty percent (50%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

Exhibit B Page 4

(iii) Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to sixty-five percent (65%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

(iv) Ninety percent (90%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to ninety-percent (90%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

(v) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to one hundred percent (100%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (vi) below;

(vi) As to each phase of completion of Tenant's Work described in subparagraphs (i) through (v) above, the appropriate portion of the Allowance shall be disbursed to Tenant only when Landlord has received the following "Evidence of Completion and Payment":

(A) Tenant has delivered to Landlord a draw request (" Draw Request ") in a form reasonably satisfactory to Landlord with respect to the Improvements specifying that the requisite portion of Tenant's Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant's Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant (vis a vis Landlord and Tenant) that the Tenant's Work identified therein has been completed in a good and workmanlike manner and substantially in accordance with the Final Plans and the Work Schedule and has been paid for or as to which Tenant has received a conditional lien release;

(B) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been substantially completed to the level indicated in the Draw Request in accordance with the Final Plans;

(C) Tenant has delivered to Landlord such other evidence of Tenant's payment of the general contractor and subcontractors for the portions of Tenant's Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant's Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171);

(D) Intentionally omitted;

(vii) The final disbursement of the balance of the Allowance shall be disbursed to Tenant only when Landlord has received Evidence of Completion and Payment as to all of Tenant's Work as provided hereinabove and the following conditions have been satisfied:

(A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements;

(B) A certificate of occupancy for the Tenant Improvements and the Suite 2600 and 2700 Expansion Space has been issued by the appropriate governmental body;

(C) Tenant has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant's contractors, agents and suppliers in compliance with both California Civil

Exhibit B Page 5

Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (ii) an application and certificate for payment (AlA form G702-1992 or equivalent) signed by Tenant's architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the "as-built" drawings of the Tenant Improvements; (vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Tenant's contractors; (x) manufacturer's warranties and operating instructions; (xi) final punchlist completed and signed off by Tenant's architect/space planner; and (xii) an acceptance of the Suite 2600 and 2700 Expansion Space signed by Tenant;

(D) If Landlord determines that work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, Tenant shall cause such work to be corrected;

(E) Intentionally omitted; and

(F) Tenant has delivered to Landlord evidence satisfactory to Landlord that all construction costs in excess of the Allowance have been paid for by Tenant. Notwithstanding anything to the contrary contained hereinabove, all disbursements of the Allowance shall be subject to the prior deduction of the portion of the Construction Management Fee allocable to the Tenant Improvements described in the applicable Draw Request.

(g) Books and Records . At its option, Landlord, at any time within three (3) years after final disbursement of the Allowance to Tenant, and upon at least ten (10) days prior written notice to Tenant, may cause an audit to be made of Tenant's books and records relating to Tenant's expenditures in connection with the construction of the Tenant Improvements. Tenant shall maintain complete and accurate books and records in accordance with generally accepted accounting principles of these expenditures for at least three (3) years. Tenant shall make available to Landlord's auditor at the Suite 2600 and 2700 Expansion Space within ten (10) business days following Landlord's notice requiring the audit, all books and records maintained by Tenant pertaining to the construction and completion of the Tenant Improvements.

(h) Tenant's Right to Offset . Notwithstanding anything to the contrary set forth in this Work Letter or elsewhere in this Lease, if Landlord fails to timely disburse any monthly payment of the Allowance or the Final Retention of the Allowance within the time periods set forth above, Tenant shall be entitled to deliver written notice (" Payment Notice ") thereof to Landlord and to any holder of a mortgage or deed of trust encumbering the Building. If Landlord still fails to fulfill any such obligation within ten (10) business days after Landlord's receipt of the Payment Notice from Tenant and if Landlord fails to deliver written notice to Tenant within such ten (10) business day period explaining Landlord's reasons that the amounts described in Tenant's Payment Notice are not due and payable by Landlord (" Refusal Notice "), Tenant shall be entitled to fund such amount(s) itself and to offset such amount(s) (provided Tenant obtains all appropriate lien releases with respect to any such amount(s) prior to Tenant's offset thereof), together with interest at the Interest Rate (as defined in Section 29.34 of the Original Lease) from the date of payment by Tenant until; the earlier of the date of offset and subsequent payment by Landlord, against Tenant's next obligations to pay Base Rent under this Lease. However, Tenant shall not be entitled to any such offset while Tenant is in default under Section 19.1 of the Lease. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid

Exhibit B Page 6

by Landlord, if any, within ten (10) business days after Tenant's receipt of a Refusal Notice, Landlord shall pay the amount that is not disputed and either Landlord or Tenant may elect to have such dispute resolved pursuant to the proceeding set forth in Section 29.31 of the Original Lease. If Tenant obtains a judgment in its favor in any such proceedings, Tenant shall be entitled to offset the amount determined to be payable by Landlord in such proceedings together with any attorneys' fees and costs awarded therein to Tenant together with interest at the Interest Rate from the date of payment by Tenant to the date of such offset or subsequent payment by Landlord against Tenant's next obligations to pay Base Rent (but Tenant shall not be entitled to any such offset while Tenant is in default under Section 19.1 of the Original Lease.

6. CONSTRUCTION OF TENANT IMPROVEMENTS . Following Landlord's approval of the Final Plans and the Work Cost Statement described in Section 4(f) above, Tenant's contractor (selected as provided in Section 8(n) ) may commence and, once commenced, shall diligently proceed with the construction of the Tenant Improvements. Tenant shall use diligent efforts to cause its contractor to complete the Tenant Improvements in a good and workmanlike manner in accordance with the Final Plans. Landlord shall have the right to enter upon the Suite 2600 and 2700 Expansion Space to inspect Tenant's construction activities following reasonable advance notice Tenant.

7. DELIVERY OF POSSESSION; TERM AND RENT COMMENCEMENT DATE .

(a) Delivery of Possession . Subject to the Existing Tenant properly and timely vacating and surrendering the 27th Floor Space to Landlord, Landlord agrees to use its commercially reasonable efforts to complete Landlord's Work and deliver possession of Suite 2600 and the Suite 2700 Expansion Space on December 1, 2014 (the " Scheduled Turnover Date "). Landlord agrees not to consent to the Existing Tenant's holdover in the 27th Floor Space and not to agree to extend the term of the space occupied by the Existing Tenant and shall institute unlawful detainer proceedings against the Existing Tenant if such Existing Tenant does not vacate such space by December 1, 2014. Tenant agrees that if Landlord is unable to deliver possession of the Suite 2600 and 2700 Expansion Space to Tenant on or prior to the Scheduled Turnover Date the Eighth Amendment will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting therefrom, if Landlord otherwise fulfills its obligations hereunder. The actual dates upon which Landlord turns over possession of the Suite 2600 and 2700 Expansion Space to Tenant are the " Turnover Dates ."

(b) Commencement Date . The Suite 2600 and 2700 Lease Term and Tenant's obligation to pay rent will commence upon May 1, 2015 (the " Rent Commencement Date ") subject to extensions for Landlord Delays and Force Majeure Events.

(c) Substantial Completion; Punch-List . The Tenant Improvements will be deemed to be " substantially completed " when Tenant's contractor certifies in writing to Landlord and Tenant that Tenant has substantially performed all of the Tenant Improvement Work required to be performed by Tenant under this Work Letter, other than decoration and minor "punch-list" type items and adjustments which do not materially interfere with Tenant's use of the Suite 2600 and 2700 Expansion Space ; and Tenant has obtained a temporary certificate of occupancy or other required equivalent approval from the local governmental authority permitting occupancy of the Suite 2600 and 2700 Expansion Space. Within ten (10) days after receipt of such certificates, Tenant and Landlord will conduct a walk-through inspection of the Suite 2600 and 2700 Expansion Space and Landlord shall provide to Tenant a written punch-list specifying those decoration and other punch-list items which require completion, which items Tenant will thereafter diligently complete.

Exhibit B Page 7

8. MISCELLANEOUS CONSTRUCTION COVENANTS

(a) No Liens . If the Tenant Improvements or the Building or any portion thereof are subjected to any mechanic's, materialmen's or other liens or encumbrances arising out of the construction of the Tenant Improvements, Tenant shall remove same by payment and/or bonding within ten (10) days of Tenant receiving notification of such lien(s).

(b) Diligent Construction . Tenant will, once construction has commenced, promptly, diligently and continuously pursue construction of the Tenant Improvements to successful completion in substantial compliance with the Final Plans, the Work Schedule and this Work Letter. Landlord and Tenant shall cooperate with one another during the performance of Tenant's Work to effectuate such work in a timely and compatible manner.

(c) Compliance with Laws . Tenant will construct the Tenant Improvements in a safe and lawful manner. Tenant shall, at its sole cost and expense, comply with all applicable laws and all regulations and requirements of, and all licenses and permits issued by, all municipal or other governmental bodies with jurisdiction which pertain to the installation of the Tenant Improvements. Copies of all filed documents and all permits and licenses shall be provided to Landlord. Any portion of the Tenant Improvements which is not acceptable to any applicable governmental body, agency or department, or because of the existence of a Design Problem, is not reasonably satisfactory to Landlord, shall be promptly repaired or replaced by Tenant at Tenant's expense. Notwithstanding any failure by Landlord to object to any such Tenant Improvements, Landlord shall have no responsibility therefor.

(d) Indemnification . Subject to the terms of the Lease regarding insurance and waiver of subrogation by the parties, Tenant hereby indemnifies and agrees to defend and hold Landlord, the Suite 2600 and 2700 Expansion Space and the Building harmless from and against any and all suits, claims, actions, losses, costs or expenses of any nature whatsoever, together with reasonable attorneys' fees for counsel of Landlord's choice, arising out of or in connection with the Tenant Improvements or the performance of Tenant's Work (including, but not limited to, claims for breach of warranty, worker's compensation, personal injury or property damage, and any materialmen's and mechanic's liens).

(e) Insurance . Construction of the Tenant Improvements shall not proceed without Tenant first acquiring workers' compensation and commercial general liability insurance and property damage insurance as well as "All Risks" builders' risk insurance, with minimum coverage of $2,000,000 or such other amount as may be approved by Landlord in writing and issued by an insurance company reasonably satisfactory to Landlord. Not less than ten (10) days before commencing the construction of the Tenant Improvements, certificates of such insurance shall be furnished to Landlord. All insurance policies maintained by Tenant pursuant to this Work Letter shall name Landlord and any lender with an interest in the Suite 2600 and 2700 Expansion Space as additional insureds and comply with all of the applicable terms and provisions of the Lease relating to insurance. Tenant's contractor shall be required to maintain the same insurance policies as Tenant, and such policies shall name Tenant, Landlord and any lender with an interest in the Suite 2600 and 2700 Expansion Space as additional insureds.

(f) Construction Defects . Landlord shall have no responsibility for the Tenant Improvements and Tenant will remedy, at Tenant's own expense, and be responsible for any and all defects in the Tenant Improvements that cause a Design Problem and that appear during or after the completion thereof whether the same shall affect the Tenant Improvements in particular or any parts of the Suite 2600 and 2700 Expansion Space in general. Tenant shall indemnify, hold harmless and reimburse Landlord for any costs or expenses incurred by Landlord by reason of any defect in any portion of the Tenant Improvements constructed by Tenant or Tenant's contractor or subcontractors, or by reason

Exhibit B Page 8

of inadequate cleanup following completion of the Tenant Improvements, subject to the terms of the Lease regarding insurance and the waiver of subrogation.

(g) Additional Services . If the construction of the Tenant Improvements shall require that additional services or facilities (including, but not limited to, hoisting, cleanup or other cleaning services, trash removal, field supervision, or ordering of materials) be provided by Landlord, then Tenant shall pay Landlord for such items at Landlord's cost or at a reasonable charge if the item involves time of Landlord's personnel only. Electrical power, parking, freight elevator usage, and heating, ventilation and air conditioning, trash removal and the like shall be available and provided to Tenant and its contractors and subcontractors during normal construction and business hours for construction purposes at no charge to Tenant or its contractors and subcontractors.

(h) Coordination of Labor . All of Tenant's contractors, subcontractors, employees, servants and agents must work in harmony with and shall not interfere with any labor employed by Landlord, or Landlord's contractors or by any other tenant or its contractors with respect to the any portion of the Property. Nothing in this Work Letter shall, however, require Tenant to use union labor.

(i) Work in Adjacent Areas . Any work to be performed in areas adjacent to the Suite 2600 and 2700 Expansion Space shall be performed only after obtaining Landlord's express written permission, which shall not be unreasonably withheld, conditioned or delayed.

(j) HVAC Systems . Tenant agrees to be entirely responsible for the maintenance or the balancing of any heating, ventilating or air conditioning system installed by Tenant and/or maintenance of the electrical or plumbing work installed by Tenant and/or for maintenance of lighting fixtures, partitions, doors, hardware or any other installations made by Tenant.

(k) Coordination with Lease . Nothing herein contained shall be construed as (i) constituting Tenant or Landlord as the other's agent for any purpose whatsoever, or (ii) a waiver by Landlord or Tenant of any of the terms or provisions of the Amended Lease. Any default by Tenant under Section 19.1 of the Lease with respect to any portion of this Work Letter shall be deemed a breach of the Amended Lease for which Landlord shall have all the rights and remedies as in the case of a breach of said Lease.

(1) Approval of Plans . Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant's responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

(m) Tenant's Deliveries . Tenant shall deliver to Landlord, at least five (5) days prior to the commencement of construction of Tenant's Work, the following information:

(i) The names, business addresses, telephone numbers, and primary contacts for the general, mechanical and electrical contractors Tenant intends to engage in the performance of Tenant's Work; and

(ii) The date on which Tenant's Work will commence, together with the estimated dates of completion of Tenant's construction and fixturing work.

Exhibit B Page 9

(n) Qualification of Contractors . Once the Final Plans have been proposed and approved, Tenant shall select and retain a contractor and subcontractors from a list of contractors and subcontractors reasonably approved by Landlord for the construction of the Tenant Improvement Work in accordance with the Final Plans. All contractors engaged by Tenant shall be bondable, licensed contractors, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord's general contractor and other contractors on the job, if any, all as reasonably determined by Landlord. All work shall be coordinated with general construction work on the Site, if any. The contractors and subcontractors listed on Schedule 2 attached to this Exhibit B are deemed pre-approved by Landlord.

(o) Warranties . Tenant shall cause its contractor to provide warranties for not less than one (1) year (or such shorter time as may be customary and available without additional expense to Tenant) against defects in workmanship, materials and equipment, which warranties shall run to the benefit of Landlord or shall be assignable to Landlord to the extent that Landlord is obligated to maintain any of the improvements covered by such warranties.

(p) Landlord's Performance of Work . Within ten (10) working days after receipt of Landlord's notice of Tenant's failure to perform its obligations under this Work Letter, if Tenant shall fail to commence to cure such failure, Landlord shall have the right, but not the obligation, to perform, on behalf of and for the account of Tenant, subject to reimbursement of the cost thereof by Tenant, any and all of Tenant's Work which Landlord determines, in its reasonable discretion, should be performed immediately and on an emergency basis for the best interest of the Suite 2600 and 2700 Expansion Space including, without limitation, work which pertains to structural components, mechanical, sprinkler and general utility systems, roofing and removal of unduly accumulated construction material and debris; provided, however, Landlord shall use reasonable efforts to give Tenant at least ten (10) days prior notice to the performance of any of Tenant's Work.

(q) As-Built Drawings . Tenant shall cause "As-Built Drawings" (excluding furniture, fixtures and equipment) to be delivered to Landlord and/or Landlord's representative no later than sixty (60) days after the completion of Tenant's Work. In the event these drawings are not received by such date, Landlord may, at its election, cause said drawings to be obtained and Tenant shall pay to Landlord, as additional rent, the cost of producing these drawings.

9. SERVICES AND FREIGHT/CONSTRUCTION ELEVATOR . Landlord will, consistent with its obligation to other tenants in the Building, if appropriate and necessary, make the parking, trash removal, HVAC, electricity, hoisting and freight/construction elevator reasonably available to Tenant in connection with the construction of the Tenant Improvements during construction and business hours. Tenant agrees to pay for any after-hours use of services and staffing of the freight/construction elevator, if needed. If Tenant's construction of the Tenant Improvements reasonably requires Landlord to staff additional security and/or additional Building personnel, then Tenant shall be responsible for the cost of such additional staffing.

10. LANDLORD DELAYS AND FORCE MAJEURE EVENTS . " Landlord Delays ", for purposes hereof shall mean any actual delays caused by Landlord including the failure to deliver the Suite 2600 and 2700 Expansion Space with the ACM abatement work fully completed as described on Schedule 3 and the Building Systems servicing the Suite 2600 and 2700 Expansion Space in good operating order and condition by December 1, 2014, failure to comply with any of the time periods for approval of the Space Plans and Final Plans (as defined in and pursuant to this Work Letter), failure to provide Tenant sufficient access to the Suite 2600 and 2700 Expansion Space and the Building to construct its Tenant Improvements and move into such space (subject to Tenant's compliance with Landlord's reasonable rules and regulations regarding move-in and construction), failure to comply with

Exhibit B Page 10

any other provision of the Lease and/or this Work Letter, failure to timely disburse the Tenant Improvement Allowance. " Force Majeure Events " mean any event described as a Force Majeure in Section 29.17 of the Lease to the extent such event actually delays Tenant (on a day for day basis) in the design, permitting and constructing its Tenant Improvements or move into the Suite 2600 and 2700 Expansion Space. In addition, no Landlord Delay or other Force Majeure Event shall be deemed to have occurred unless and until Tenant has given Landlord written notice that an event giving rise to such Landlord Delay or Force Majeure Event is about to occur or has occurred which will cause a delay in the design, permitting and completion of the Tenant Improvements (minor punch-list items excepted) and move into the Suite 2600 and 2700 Expansion Space and Landlord has failed to remedy the situation giving rise to the potential Landlord Delay or other delay from a Force Majeure Event within one (I) business day after Landlord's receipt of such notice, in which case the number of days of actual delay after such notice shall be a Landlord Delay or other delay from a Force Majeure Event.

Exhibit B Page 11

SCHEDULE 1

SPECIFICATIONS FOR STANDARD IMPROVEMENT PACKAGE

(As further specified on Landlord's Building standard detail sheets)



GENERAL

The following items comprise the Building's standard materials and finishes for new construction of tenant suites as of December, 2004. For areas that are to be renovated rather than built out with new improvements, greater latitude will be granted with substitution items that match or that closely match existing materials already installed. These or other substitutions must be noted in plans with the reason for substitution, and a plan attachment or specification must include a specific space for recording acceptance of the requested substitution.

TENANT IMPROVEMENTS

1.	FINISH HARDWARE:
	A.	Unit Lock: (renovation only) Corbin 8912 LR-351 626 (Dull Chrome)

	B.	Unit Latch: (renovation only) Corbin 912 LR-310 626 (Dull Chrome)

	C.	Mortise: (Use for new construction) Corbin 9510 Latch L9551 Lock

	D.	Butts: Stanley FBB 179 4 ½ x 4 c 652 (Dull Chrome)

	E.	Closers: Corbin PK 120- X SBL-LBL

	F.	Stops: Quality Brand 331ES x 332 ½ x or 26D (Dull Chrome)

	G.	Coordinators: Glenn – Johnson Cor-2

	H.	Thresholds: Pemko 236 – 4D (Brown) 4 A Alum. (Carpet to Carpet)

	I.	Dust Proof Strike Builders Brass Works 5048 x 613 Brown x 626 Silver

	J.	Flush Bolts: DCI-942 NH

Schedule 1 to Exhibit B Page 1



2.	PARTITIONS:
	A.	Interior: 2 ½" x 25 ga. metal studs with 5/8" Type "X" gypsum board, both sides, tape ready for flat paint.

	B.	One Hour Fire Rated: 2 ½" x 25 ga. metal studs with 5/8" Type "X" gypsum board, both sides,(slab-to-slab). Tape ready for flat paint.

	C.	Demising: 2 ½" x 25 ga. metal studs with 5/8" Type "X" gypsum board, both sides,(slab-to-slab). Fully insulated. Tape ready for flat paint.

3.	CEILING:

	A.	Tile: Armstrong Tegualar Cortega 24 x 24 x 3/4 White.

	B.	Suspension System: Don Fineline D x F/D x FL; White 24" x 24" suspended.

4.	PAINT:

	A.	Drywall: Sinclair – 2 coat system pigmented sealer with flat vinyl latex finish coat.

	B.	Doors: Single slice walnut, watco oil and wax.

	C.	Induction Units: 2-coat primer and semi-gloss enamel. (Must be painted after hours).

5.	DOORS:

	A.	Solid core plain slice walnut. (Common area side of door only).

6.	DOOR FRAMES:

	A.	Western Integrate – extruded aluminum, black finish.

7.	CARPET:

	A.	DESIGN WEAVE "Tempest-Classic" – 32 oz., installed over 5/16" "Nova" pad.

8.	VINYL COMPOSITION TILE:

	A.	Azrock Futura 12" x 12" x 3/32".

9.	RUBBER BASE:

	A.	Burke or equal 2 ½" coved rubber base.

Schedule 1 to Exhibit B Page 2



10.	LIGHT FIXTURES:
	A.	LITHONIA PARAMAX: 2PM3-STD-332-18 LS 277-SSB/TU-3-1 Sylvania Bulbs – 3500K T-8

	B.	BALLAST: Sylvania 3 lamp electronic reduced wattage ballast

11.	SWITCH ASSEMBLY:

	A.	NOVITAS Wall mounted occupancy sensor in standard offices, Model #DL45. Reception areas, conference rooms, kitchens, open floor areas and similar areas to be fitted with Novitas ceiling mounted occupancy sensor, Model # to be determined based upon room size".

12.	EXIT SIGN:

	A.	LITHONIA PRECISE: 277 Volt (verify) Green LED

13.	ELECTRICAL FLOOR OUTLET:

	A.	WALKER: #7903 KC 120 V grounded floor mounted duplex receptacle.

14.	TELEPHONE (data) FLOOR OUTLET:

	A.	WALKER: #7903 KC floor mounted telephone outlet.

15.	ELECTRICAL WALL OUTLET:

	A.	Standard duplex receptacle and cover plate in standard color to match light switch.

16.	TELEPHONE (data) WALL OUTLET:

	A.	Standard "handy box" with blank plate in standard color to match light switch.

17.	GRILLES, REGISTERS, AND DIFFUSERS:

	A.	Standard stamped metal with perforated metal cover to fit ceiling module. Finish to be baked white enamel to match ceiling grid.

18.	WINDOW COVERING

	A.	SOLAR VERTICAL SYSTEMS: Standard: SVS – PVC #23 "Sand", Curved Upgrade: SVS – 617 White/Charcoal; 3 ½" wide fabric vanes Mounting Hardware: SVS – 8000 Series hardware, bronze finish. Inside mounted within the window frames at all exterior windows Conference Room Windows may be mounted on single track.

Schedule 1 to Exhibit B Page 3



		Provided, however, Tenant may install mecho shades at its sole cost and expense with a color that is comparable to the color used for the vertical shades in the Premises.

19.	HEATING AIR-CONDITIONING AND VENTILATING DISTRIBUTION
	A.	Thermostats, distribution ductwork, diffusers, registers, and grilles connected to based building system. Siemens Building Tech Thermostat DDC Controller - #S40-100 VAV Motor - #349-0100 ANEMOSTAT MOD. FASD Size 8 CFM-100-400

20.	GENERAL ELECTRICAL:

	A.	All fixtures to be UL approved.

	B.	All lighting to be installed with conduit and wire. No whip or flexible wire systems.

	C.	No BX or armored cable.

	D.	All circuits for outlets to be fed down the walls from a "J" box. Home run to be established as per diagram. Panel schedules are to be typed or computer printed, filled in accurately and all circuits to be numbered including neutral and ground wire at the PNLS & "J" boxes.

	E.	All sub-panels will be Westinghouse brand.

	F.	All exit signs will be 277 VAC. Verify with Engineering Department.

	G.	All penetrations through slabs and rated walls to be fire sealed in accordance with all City of Los Angeles Building Code requirements.

	H.	All panels to be specified as panel boards.

	I.	Only plenum rated cables may be utilized and all cable above ceiling will be properly strapped on their own hangers in accordance with City of Los Angeles Building Code.

	J.	Engineering is to be contacted before any hangers are shot into slab to identify location of walker duct system in the slabs.

21.	PLUMBING:

	A.	All copper pipe to be type "L."

	B.	All water feeds to sinks to be valved in ceiling above sink and at the main source.

	C.	All hot water lines to be properly insulated.

	D.	All copper lines to be properly strapped.

	E.	All shut off valves to be ball type, 200 WOG minimum rating.

Schedule 1 to Exhibit B Page 4



	F.	All penetrations through slabs and rated walls to be fire sealed in accordance with all City of Los Angeles Building Code requirements.

22.	HVAC:
	A.	ALL VAV to be Anemostat brand.

	B.	Thermostats to be Siemens Building Tech 540-100 Series.

	C.	Pneumatic P.O.C. at main feed to be valved.

	D.	Main runs to be 3/8 inch and branch line 1/4 inch.

	E.	Chaffing guards to be put around tubing where strapped to hangers.

	F.	Poly tubing is allowed but must be properly secured.

	G.	Final air balance to be performed by a certified air balance company acceptable to the management of the Building.

23.	FIRE & LIFE SAFETY:

	A.	Simplex 2120 System

	B.	Simplex 4200 System

	C.	Addressable – S/D

	D.	Addressable – D/D with a remote LED & Test SW key

	E.	All final device installation and testing to be performed by Building's designated fire/life-safety contractor.

Schedule 1 to Exhibit B Page 5

SCHEDULE 2

LIST OF PRE-APPROVED CONTRACTORS AND SUBCONTRACTORS



Pre-Approved General Contractor List May 2014

Clune Construction Company Robert Dahlstrom, President 350 South Grand Avenue, Suite 1670 Los Angeles, CA 90071		Ph: (213) 680-7450 Fax: (213) 473-1515 E-mail: rdahlstrom@clunegc.com

Corporate Contractors Incorporated Mark Hemphill, Executive Vice President 2550 Corporate Place, Suite C111 Monterey Park, CA 91754		Ph: (323) 263-3664 Fax: (323) 263-3685 E-mail: Markhemhill@corpcon.net

Environmental Contracting Corporation Ara Bedros, Vice President Operations 880 East 1 ^st Street Los Angeles, CA 90012		Ph: (213) 620-8008 Fax: (213) 620-8778 E-mail: Abedros@eccla.com

Howard Builders Paul McGunnigle, Executive Vice President 707 Wilshire Boulevard, Suite 3750 Los Angeles, CA 90017		Ph: (213) 683-1850 Fax: E-mail: Paulmcg@howardbuilding.com

MDL Construction, Inc. Rick Camacho, President 9037 Arrow Route, Suite 100 Rancho Cucamonga, CA 91730		Mobile: (909) 349-7724 Ph: (909) 945-9988 ext. 204 Fax: (909) 945-9944 E-mail: Rick@mdlconstruction.net

Pankow Builders Alex Jimenez, Senior Project Manager 199 S. Los Robles Avenue, Suite 200 Pasadena, CA 01101		Ph: (626) 696-1813 Fax: E-mail:

Syntax Builders Lee Keyte, President 2945 Honolulu Avenue Le Crescenta, CA 91214		Mobile: (818) 726-9981 Ph: (818) 957-4077 Fax: (818) 236-3770 E-mail: lee@syntaxbuilders.com

Union Bank Plaza

Schedule 2 to Exhibit B Page 1



Pre-Approved Subcontractor List May 2014

DRYWALL

T-Wall Enterprises Richard Tucker 15008 Chalco Street La Mirada, CA 90638 Ph: (562) 266-6674 Fax: (562) 352-0102	Martin Brothers Raffi Ounanian 17104 South Figueroa Street Gardena, CA 90248 Ph: (310) 532-5335 Fax: (310) 516-1829	Sharpe Interiors Systems Don Mousseau 11093-B Sheldon Street Sun Valley, CA 91352 Ph: (818) 767-4474 Fax: (818) 504-9381

Raymond Interiors Roy Woodie P.O. Box 1727 10050 Orange, CA 92668 Ph: (714) 771-7670 Fax: (714) 633-1588	Gierahn Drywall, Inc. Frank Gierahn Gierson Avenue Chatsworth, CA Ph: (818) 700-1383 Fax: (818) 700-9845

HVAC

Air-Tec Dale Whitaker 1606 East Carson Street Carson, CA 90745 Ph: (213) 549-1698 Fax: (213) 549-8329	ACCO Engineering Systems Ron Falasaca 6265 San Fernando Road Glendale, CA 91201 Ph: (818) 244-6571 Fax: (818) 247-6533	Grayson Inc. Bill Lyon 2213-15 N. Rosemead Blvd. South El Monte, CA 91733 Ph: (323) 283-9451 Fax: (323) 283-6709

Western Allied Corporation Pete Peterson 12046 East Florence Avenue Santa Fe Springs, CA 90670 Ph: (213) 685-4050 Fax: (213) 283-6707	Control Air Tony Lobito 3301 N. Glassel Road Orange, CA 92865 Ph: (714) 283-8100 Fax: (714) 283-4955	Altmayer & Son Steven Altmayer, Jr. 10665 East Rush Street El Monte, CA 91733 Ph: (626) 442-3770

Schedule 2 to Exhibit B Page 2



WestCo Service Company David Barbario 8621 Kewen Avenue Sun Valley, CA 91352 Ph: (818) 504-6353 Fax: (818) 504-6775	Integrated Mechanical Systems, Inc. Kevin Stiver 2390 Bateman Avenue Irwindale, CA 91010 Ph: (626) 446-1854 Fax: (626) 446-1855

FIRE SPRINKLERS

Scott Campbell Company Scott Petitt 2532 East 49 ^th Street Vernon, CA 90058 Ph: (213) 582-5103 Fax: (213) 582-4370	Qualco Fire Protection, Inc. Donald E. Becka 13151 Florence Avenue Santa Fe Springs, CA 90670 Ph: (562) 946-5060 Fax: (213) 582-4370	Northstar Randy Howell 11570 Seaboard Circle Stanton, CA 90680 Ph: (714) 894-6285 Fax: (714) 894-6286

Advance Fire Protection 1451 West Lambert Road La Habra, CA 92665 Ph: (310) 691-0918 Fax: (310) 691-5482

PLUMBING

Muir-Chase Plumbing Co. Grant Muir 1940 Gardena Avenue Glendale, CA 91204 Ph: (818) 500-1940 Fax: (818) 500-0397	Pan Pacific Jack McMackin 17911 Mitchell South Irvine, CA 92614 Ph: (949) 474-9170 Fax: (949) 474-4274

ELECTRICAL

Morrow – Meadows Mark Hawkins 231 Benton Court City of Industry, CA 91789 Ph: (909) 598-7700 Fax: (213) 617-1744	Steiny & Company 221 N. Ardmore Avenue Los Angeles, CA 90004 Ph: (213) 382-2331 Fax: (213) 381-6781	O'Bryant Electric, Inc. Steve O'Bryant 21606 Osborne Street Canoga Park, CA 91304 Ph: (818) 407-1986 Fax: (818) 407-0983

Building & Computer Electric Ed Kent 5351 Alhambra Avenue Los Angeles, CA 90032 Ph: (323) 221-3030 Fax: (323) 221-3111	R&R Electric Rick Alcantar 2029 Century Park East, #C4 Los Angeles, CA 90067 Ph: (310) 785-0288 Fax: (310) 785-0621	Carol Electric Company Rob Simpson 3822 Cerritos Ave. Los Alamitos, CA 90720 Ph: (562) 594-1174 Fax: (562) 594-1175 robsimpson@carolelectric.com

Schedule 2 to Exhibit B Page 3



FIRE / LIFE SAFETY

Red Hawk 2705 Media Center Drive Los Angeles, CA 90065 Ph: (323) 276-3100 Fax: (323) 376-3140	TRL 9531 Milliken Avenue Rancho Cucamonga, CA 91730 Ph: (800) 266-1392 Fax: (909) 390-8397

WALL FINISHES / UPHOLSTERED WALL

Duggan & Associates, Inc. Frank Valdez 22825 Lockness Avenue Torrance, CA 90501 Ph: (310) 539-1812 Fax: (310) 539-5921	Randall / McAnany Co. Tim McAnany 4935 McConnell Avenue, #20 Los Angeles, CA 90066 Ph: (310) 822-3344 Fax: (310) 301-4924	Shapiro-Ben-Basat Chaim Ben-Basat 7015 Valjean Avenue Van Nuys, CA 91406 Ph: (818) 908-1900 Fax: (818) 908-9428

Pickering & Sons Bob Pickering 15550-B Rockfield Blvd. Irvine, CA 92618 Ph: (949) 380-3323 Fax: (949) 380-3343	Blakely Company David Palos 5533 Alhambra Avenue Los Angeles, CA 90032 Ph: (323) 221-4176 Fax: (323) 221-4732	Lawrence B. Bonas Company Guy Bonas 1301 Hunter Avenue Santa Ana, CA 92705 Ph: (714) 953-2010 Fax: (714) 550-0134

Palos Company 11498 Copper Pass Ct. Alta Loma, CA 92626 Ph: (909) 527-3803 Fax: (909) 527-4265

FLOOR FINISHES

J/G Carpet & Drapery Co. Howard Corman 16135 Runnymede Street Van Nuys, CA 91406 Ph: (818) 997-8204 Fax: (818) 997-6127	SCS Systems of CA John O'Neill 708 W. Town & Country Road Orange, CA 92868 Ph: (714) 542-2146 Fax: (714) 542-2147	The Rouse Company Scott Rouse 19443 Laurelpark Road, #105 Rancho Dominguez, CA 90220 Ph: (310) 764-4695 Fax: (310) 764-4313

Universal Flooring Systems Mike Bastien 7291 Heil Avenue Huntington Beach, CA 92647 Ph: (714) 375-5500 Fax: (714) 375-5505	Invironmentalists Scott Sidlow 15651 Saticoy Street Van Nuys, CA 91406 Ph: (818) 374-5218 Fax: (949) 588-1996	Tangram Interiors C. Stuart Byron 9200 Sorensen Avenue Santa Fe Springs, CA 90670 Ph: (562) 365-5026 Fax: (562) 365-5027

Schedule 2 to Exhibit B Page 4



Independent Flooring Contractors Bernie Guevara 550 Patrice Place, Unit D Gardena, CA 90248 Ph: (310) 324-1111 Fax: (310) 324-0707	Western Commercial Flooring Walter Green 16306 Bloomfield Avenue Cerritos, CA 90703 Ph: (562) 921-9000 Fax: (562) 921-9002

GLASS & GLAZING

Rountree Glass Don Rountree 622 West Colorado Street Glendale, CA 91204 Ph: (818) 246-1785 Fax: (213) 245-1904	La Habra Glass, Inc. Gary Gilbert 210 East Industry Avenue La Habra, CA 90631 Ph: (714) 992-1181 Fax: (714) 992-0322	Giroux Glass, Inc. Joe Tinker 1045 West 24 ^th Street Los Angeles, CA 90007 Ph: (213) 747-7406 Fax: (213) 747-8778

Gold Coast Glass 2930 College Avenue Costa Mesa, CA 92626 Ph: (714) 557-7212 Fax: (714) 549-1509

MILLWORK

Millcraft, Inc. Lars Eppink 2850 East White Star Avenue Anaheim, CA 92806 Ph: (714) 632-9621 Fax: (714) 632-3148	Seeley Brothers Dave Seltzer 312 Oak Place, Building A Brea, CA 92821 Ph: (714) 224-3949 Fax: (714) 224-3957	Artcrafters Cabinets, Inc. Bob Schindler 5446 Cleon Avenue North Hollywood, CA 91601 Ph: (818) 752-8960 Fax: (213) 877-1941

MILLWORK (con't).)

Western Wood Don Nelson 1701 Fashion Long Beach, CA 90813 Ph: (562) 491-3482 Fax: (562) 437-1448	Global Fixtures Dave Fish 6461 Global Drive Cypress, CA 90630 Ph: (714) 229-0001 Fax: (714) 229-4863	Patella Inc. Jim Vandereaa 661 Brea Canyon Road, #5 Walnut, CA 91789 Ph: (909) 444-9102 Fax: (909) 444-9109

Schedule 2 to Exhibit B Page 5



ACOUSTICAL CEILINGS

Hutchinson Corporation Don Trapp 2250 South Central Avenue Rancho Dominguez, CA 90220 Ph: (310) 763-7991 Fax: (310) 763-4381	Ceiling Concepts Chuck Tunnalippe 14535 Woodruff Avenue Bellflower, CA 90706 Ph: (562) 493-8521 Fax: (562) 493-8742	Martin Integrated Marty Hovivian 2330 North Pacific Orange, CA 92865 Ph: (714) 998-9100 Fax: (714) 988-1414

ECL Acoustics Ed Lukas 4126 Hitch Blvd. Moorpark, CA 93021 Ph: (323) 864-3892 Fax: (323) 553-0403	Elljay Acoustics, Inc. 526 West Blueridge Avenue Orange, CA 92665 Ph: (714) 974-7171 Fax: (714) 637-9451

STONE & TILE WORK

Carnevale & Lohr Tony Reta 6521 Clara Street Bell Gardens, CA 90201 Ph: (562) 927-8311 Fax: (562) 806-2797	R.E. Smith Company Robert Smith 10012 Commerce Avenue Tujunga, CA 91042 Ph: (818) 352-8897	DBM /Hatch Inc. Ty Harding 640 Arrow Highway Le Verne, CA 91750 Ph: (909) 592-7988 Fax: (909) 592-0841

Rucker Tile Company Loren Rucker 16526 Arminta Street Van Nuys, CA 91406 Ph: (818) 902-1216 Fax: (818) 902-1147	SC Stone Company Anthony Carreon 20131 Ferndoc Street Walnut, CA 91789 Ph: (909) 594-2878 Fax: (909) 594-7128

DOORS, FRAMES & HARDWARE

S&S Hardware Ron Swanson 1111 East Grand Avenue El Segundo, CA 90245 Ph: (213) 322-9404 Fax: (213) 322-4818	Seeley Brothers Dave Seltzer 312 Oak Place, Building A Brea, CA 92621 Ph: (714) 990-6150 Fax: (714) 900-1216	L.A. Custom Doors Louis Bedini. 971 Patridge Avenue Los Angeles, CA 90039 Ph: (323) 660-0669 Fax: (323) 660-1699

Montgomery Hardware 5314 N. Irwindale Avenue, #3C Irwindale, CA 91706 Ph: (818) 814-0291 Fax: (818) 814-0283	Calinco Corporation 7600 Stage Road Buena Park, CA 90621 Ph: (714) 739-4908 Fax: (714) 739-4909

Schedule 2 to Exhibit B Page 6



SECURITY

API Security, Inc. Jennifer Hays 2025 East Curry Street Long Beach, CA 90805 Ph: (800) 274-5465 Fax: (562) 984-8075	ASSI Bill Vuno 1360 Reynolds Avenue Irvine, CA 92614 Ph: (949) 955-0244 Fax: (949) 955-0243	ADT William Kelly 14536 Archwood Street Van Nuys, CA 91405 Ph: (818) 781-4510

SECURITY (con't.)

Honeywell Control Services Dean Wickwar 6 Centerpointe Drive, Suite 300 La Palma, CA 90623 Ph: (714) 796-7536 Fax: (714) 796-7555	Climatec Building Technologies Group Tom Holland. 18002 Cowan Irvine, CA 92614 Ph: (949) 510-1845

DATA / COMMUNICATION

Pinnacle Avo Amirian 730 Fairmont Avenue Glendale, CA 91203 Ph: (818) 241-6009 Fax: (818) 241-6880	Summit Riser Mike Cameron 17981 Skypark Circle, Suite O Irvine, CA 92614 Ph: (949) 251-9266 Fax: (949) 251-9270	Vector Resources Ken Godachy 3530 Voyager Street Torrance, CA 90503 Ph: (310) 436-1071 Fax: (310) 436-1177

Data Specialties 8400 Kass Drive Buena Park, CA 90261 Ph: (714) 523-8489 Fax: (714) 523-1861	Irish Communications 13954 East Valley Blvd. La Puente, CA 91746 Ph: (626) 968-3399 Fax: (626) 968-3328

Schedule 2 to Exhibit B Page 7



WINDOW COVERING

Pacific Shading Systems Doug Sherbourne 1010 N. Central, Suite 230 Glendale, CA 91202 Ph: (818) 815-9623 Fax: (818) 245-1348

SIGNAGE

CA Signs Diego Duarte 10280 Gleanoaks Blvd. Pacoima, CA 91331 Ph: (818) 899-1888 Fax: (800) 636-6696		Weidner Architectural Signage Arie Korver 5001 24 ^th Street Sacramento, CA 95822 Ph: (916) 454-7417 Fax: (916) 452-3331

DEMOLITION

Interior Removal Specialists Carlos Herrera 9309 Rayo Avenue South Gate, CA 90280 Ph: (323) 357-6900 Fax: (323) 357-9400		Rogma Raul Mata 1328 Willow Street Los Angeles, CA 90013 Ph: (213) 620-1144 Fax: (213) 620-0407

Schedule 2 to Exhibit B Page 8

SCHEDULE 3

ACM ABATEMENT WORK

SPECIFICATIONS

for

ASBESTOS ABATEMENT

UNION BANK PLAZA

445 SOUTH FIGUEROA STREET

20 ^TH FLOOR

LOS ANGELES, CALIFORNIA 90071

October 1, 2008

Prepared for:

Hines

445 South Figueroa Street, 37 ^th floor

Los Angeles, California

Clark SEIF CLARK, INC.

8875 Research Drive

Irvine, California 92618



	SCHEDULE 3 -2-	UNION BANK PLAZA [Union Bank Lease]

Schedule 3 to Exhibit B Page 1

Schedule 3 to Exhibit B Page 2

Schedule 3 to Exhibit B Page 3

Schedule 3 to Exhibit B Page 4

Schedule 3 to Exhibit B Page 5

Schedule 3 to Exhibit B Page 6

Schedule 3 to Exhibit B Page 7

Schedule 3 to Exhibit B Page 8

Schedule 3 to Exhibit B Page 9

Schedule 3 to Exhibit B Page 10

Schedule 3 to Exhibit B Page 11

Schedule 3 to Exhibit B Page 12

Schedule 3 to Exhibit B Page 13

Schedule 3 to Exhibit B Page 14

Schedule 3 to Exhibit B Page 15

Schedule 3 to Exhibit B Page 16

Schedule 3 to Exhibit B Page 17

Schedule 3 to Exhibit B Page 18

Schedule 3 to Exhibit B Page 19

Schedule 3 to Exhibit B Page 20

EXHIBIT "C"

INTENTIONALLY OMITTED

Exhibit C Page 1

Exhibit 21.1

Subsidiaries of KBS REIT II as of March 1, 2016



CA Capital Management Services, LLC	KBSII One Meadowlands, LLC
KBS Debt Holdings II, LLC	KBSII Pierre LaClede Center, LLC
KBS Debt Holdings II X, LLC	KBSII Plano Business Park, LLC
KBS Limited Partnership II	KBSII REIT Acquisition I, LLC
KBS REIT Holdings II LLC	KBSII REIT Acquisition II, LLC
KBS REIT Properties II, LLC	KBSII REIT Acquisition III, LLC
KBS REIT II Finance LLC	KBSII REIT Acquisition IV, LLC
KBS TRS Services, LLC	KBSII REIT Acquisition V, LLC
KBS II Securities LLC	KBSII REIT Acquisition VI, LLC
KBSII 100-200 Campus Drive, LLC	KBSII REIT Acquisition VII, LLC
KBSII 300-600 Campus Drive, LLC	KBSII REIT Acquisition VIII, LLC
KBSII 300 North LaSalle, LLC	KBSII REIT Acquisition IX, LLC
KBSII 350 Plumeria, LLC	KBSII REIT Acquisition X, LLC
KBSII 445 South Figueroa, LLC	KBSII REIT Acquisition XI, LLC
KBSII 601 Tower, LLC	KBSII REIT Acquisition XII, LLC
KBSII 2500 Regent Boulevard, LLC	KBSII REIT Acquisition XIII, LLC
KBSII CityPlace Tower, LLC	KBSII REIT Acquisition XIV, LLC
KBSII Corporate Technology Centre, LLC	KBSII REIT Acquisition XV, LLC
KBSII Crescent VIII, LLC	KBSII REIT Acquisition XVI, LLC
KBSII Debt Holdings Sub I, LLC	KBSII REIT Acquisition XVII, LLC
KBSII Debt Holdings II-2, LLC	KBSII REIT Acquisition XVIII, LLC
KBSII Emerald View, LLC	KBSII REIT Acquisition XIX, LLC
KBSII Fountainhead, LLC	KBSII REIT Acquisition XX, LLC
KBSII Gateway Corporate Center, LLC	KBSII REIT Acquisition XXI, LLC
KBSII Granite Tower, LLC	KBSII REIT Acquisition XXII, LLC
KBSII Hartman Business Center, LLC	KBSII REIT Acquisition XXIII, LLC
KBSII Horizon Tech Center, LLC	KBSII REIT Acquisition XXIV, LLC
KBSII I-81 Industrial Portfolio, LLC	KBSII REIT Acquisition XXV, LLC
KBSII I-81 Industrial Portfolio Trust	KBSII REIT Acquisition XXVI, LLC
KBSII Mountain View, LLC	KBSII Torrey Reserve West, LLC
KBSII National City Tower, LLC	KBSII Two Westlake Park, LLC
KBSII One Main Place, LLC	KBSII Willow Oaks, LLC

Exhibit 31.1

Certification of Chief Executive Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles J. Schreiber, Jr., certify that:


1.	I have reviewed this annual report on Form 10-K of KBS Real Estate Investment Trust II, 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:	March 16, 2016	By:	/ S / C HARLES J. S CHREIBER , J R .
			Charles J. Schreiber, Jr.
			Chairman of the Board, Chief Executive Officer and Director
			(principal executive officer)

Exhibit 31.2

Certification of Chief Financial Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey K. Waldvogel, certify that:


1.	I have reviewed this annual report on Form 10-K of KBS Real Estate Investment Trust II, 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:	March 16, 2016	By:	/ S / J EFFREY K. W ALDVOGEL
			Jeffrey K. Waldvogel
			Chief Financial Officer
			(principal financial officer)

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

as Adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of KBS Real Estate Investment Trust II, Inc. (the “Registrant”) for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Charles J. Schreiber Jr., Chief Executive Officer and Director of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:


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 Registrant.



Date:	March 16, 2016	By:	/ S / C HARLES J. S CHREIBER , J R .
			Charles J. Schreiber, Jr.
			Chairman of the Board, Chief Executive Officer and Director
			(principal executive officer)

Exhibit 32.2

Certification pursuant to 18 U.S.C. Section 1350,

as Adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of KBS Real Estate Investment Trust II, Inc. (the “Registrant”) for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Jeffrey K. Waldvogel, the Chief Financial Officer of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:


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 Registrant.



Date:	March 16, 2016	By:	/ S / J EFFREY K. W ALDVOGEL
			Jeffrey K. Waldvogel
			Chief Financial Officer
			(principal financial officer)